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To the extent permitted by law, we, the Trustee, the Paying Agent and the Registrar shall be entitled to treat the
registered holder of the Global Note as the absolute owner thereof and no person will be liable for treating the registered
holder as such.
The Registrar will send a copy of the Register to the Issuer upon the Issuer’s request and after any change to the Register
made by the Registrar, with such copy to be held by the Issuer and at its registered office. For purposes of the laws of
Jersey, ownership of the Global Note will be evidenced through registration from time to time at the registered office of
the Issuer, and such registration is a means of evidencing title to the Notes.
The Group will not impose any fees or other charges in respect of the Notes; however, owners of the Book-Entry
Interests may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear and
Clearstream.
Redemption of the Global Note
In the event that the Global Note (or any portion thereof) is redeemed, Euroclear and/or Clearstream, as applicable, will
redeem an equal amount of the Book-Entry Interests in the Global Note from the amount received by them in respect of
the redemption of the Global Note. The redemption price payable in connection with the redemption of such Book-Entry
Interests will be equal to the amount received by Euroclear and Clearstream, as applicable in connection with the
redemption of the Global Note (or any portion thereof). The Group understands that, under the existing practices of
Euroclear and Clearstream if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will
credit its participants’ accounts on a proportionate basis (with adjustments to prevent fractions), by lot or on such other
basis as they deem fair and appropriate, provided, however, that no Book-Entry Interest of less than $200,000 principal
amount may be redeemed in part.
Payments on the Global Note
The Group will make payments of any amounts owing in respect of the Global Note (including principal, premium, if
any, interest and additional amounts, if any) to the Paying Agent for onward award payment to the nominee for
Euroclear and Clearstream. The nominee will distribute such payments to participants in accordance with their
customary procedures. The Group will make payments of all such amounts without deduction or withholding for, or on
account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may
be required by law and as described under “
Description of Notes—Additional Amounts.
” If any such deduction or
withholding is required to be made, then, to the extent described under “
Description of Notes—Additional Amounts
”
above, the Group will pay additional amounts as may be necessary in order for the net amounts received by any holder of
the Global Note or owner of Book-Entry Interests after such deduction or withholding will equal the net amounts that
such holder or owner would have otherwise received in respect of such Global Note or Book-Entry Interest, as the case
may be, absent such withholding or deduction. The Group expects that the customer instructions and customary practices
between the participants and Euroclear and Clearstream will govern payments by such participants to owners of
Book-Entry Interests held through such participants.
Under the terms of the Indenture, we, the Paying Agent, the Transfer Agent, the Registrar and the Trustee will treat the
registered holders of the Global Note (e.g., the common depositary for Euroclear ot Clearstream (or its nominee)) as the
owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of us, the Trustee or
any of its agents has or will have any responsibility or liability for:
• any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments
made on account of, a Book-Entry Interest or for maintaining, supervising or reviewing the records of Euroclear or
Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry
Interest;
• any other matters relating to the actions and practices of Euroclear, Clearstream or any participant or indirect
participant; or
• the records of the common depositary.
Currency of payment for the Global Note
The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Note will be
paid to holders of Book-Entry Interests to such Notes through Euroclear or Clearstream in US Dollars.
