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<br />F-3 <br />4826-7904-2280v7/200434-0005 <br />VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS <br />CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE. <br />Global Clearance Procedures <br /> <br />Beneficial interests in the Bonds may be held through DTC, Clearstream Banking, S.A. (“Clearstream”) or <br />Euroclear Bank SA/NV (“Euroclear”) as operator of the Euroclear System, directly as a participant or indirectly <br />through organizations that are participants in such system. <br />Euroclear and Clearstream. Euroclear and Clearstream each hold securities for their customers and facilitate <br />the clearance and settlement of securities transactions by electronic book-entry transfer between their respective <br />account holders. Euroclear and Clearstream provide various services including safekeeping, administration, clearance <br />and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream <br />also deal with domestic securities markets in several countries through established depositary and custodial <br />relationships. Euroclear and Clearstream have established an electronic bridge between their two systems across which <br />their respective participants may settle trades with each other. <br />Euroclear and Clearstream customers are worldwide financial institutions, including underwriters, securities <br />brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and Clearstream is <br />available to other institutions that clear through or maintain a custodial relationship with an account holder of either <br />system, either directly or indirectly. <br />Clearing and Settlement Procedures. The Bonds sold in offshore transactions will be initially issued to <br />investors through the book-entry facilities of DTC, or Clearstream and Euroclear in Europe if the investors are <br />participants in those systems, or indirectly through organizations that are participants in the systems. For any of such <br />Bonds, the record holder will be DTC’s nominee. Clearstream and Euroclear will hold omnibus positions on behalf <br />of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of <br />their respective depositories. <br /> The depositories, in turn, will hold positions in customers’ securities accounts in the depositories’ names on <br />the books of DTC. Because of time zone differences, the securities account of a Clearstream or Euroclear participant <br />as a result of a transaction with a participant, other than a depository holding on behalf of Clearstream or Euroclear, <br />will be credited during the securities settlement processing day, which must be a business day for Clearstream or <br />Euroclear, as the case may be, immediately following the DTC settlement date. These credits or any transactions in <br />the securities settled during the processing will be reported to the relevant Euroclear participant or Clearstream <br />participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or <br />through a Clearstream participant or Euroclear participant to a DTC Participant, other than the depository for <br />Clearstream or Euroclear, will be received with value on the DTC settlement date but will be available in the relevant <br />Clearstream or Euroclear cash account only as of the business day following settlement in DTC. <br />Transfer Procedures. Transfers between participants will occur in accordance with DTC rules. Transfers <br />between Clearstream participants or Euroclear participants will occur in accordance with their respective rules and <br />operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one <br />hand, and directly or indirectly through Clearstream participants or Euroclear participants, on the other, will be <br />effected by DTC in accordance with DTC rules on behalf of the relevant European international clearing system by <br />the relevant depositories; however, cross-market transactions will require delivery of instructions to the relevant <br />European international clearing system by the counterparty in the system in accordance with its rules and procedures <br />and within its established deadlines in European time. <br />The relevant European international clearing system will, if the transaction meets its settlement requirements, <br />deliver instructions to its depository to take action to effect final settlement on its behalf by delivering or receiving <br />securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds <br />settlement applicable to DTC. Clearstream participants or Euroclear participants may not deliver instructions directly <br />to the depositories.