EFTA01365586.pdf

systems and arc subject to changes by them. The Co-Issuers lake no responsibility for these operations and procedures and urge investors to contact the systems or their participants directly to discuss these matters. DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry• changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchaser), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks. brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants. DTC has no knowledge of the identity of beneficial owners of securities held by or on behalf of DTC. DTC's records reflect only the identity of Participants to whose accounts securities arc credited. The ownership interests and transfer of ownership interests of each beneficial owner of each security held by or on behalf of DTC am recorded on the records of the Participants and Indirect Participants. Pursuant to procedures established by DTC: • upon deposit of the Global Securities. DTC will credit the accounts of Participants designated by the Initial Purchaser with portions of the Aggregate Outstanding Amount of the Global Securities: and • ownership of such interests in the Global Securities will be maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Securities). Investors in the Global Securities ntay hold their interests therein directly through DTC, if they arc Participants in such system. or indirectly through organizations (including Euroclear and Clearstream) that are Participants or Indirect Participants in such system. Euroclear and Clearstream will hold interests in the Securities on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. which are Euroclear Bank. S.A./N.V.. as operator of Euroclear. and Citibank. N.A.. as operator of Clearstream. The depositaries, in turn, will hold interests in the Securities in customers' securities accounts in the depositaries' names on the books of DTC. All interests in a Global Security, including those held through Euroclear or Clearstream. will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of these systems. The laws of some states require that certain persons take physical delivery of certificates evidencing securities they own. Consequently, the ability to transfer beneficial interests in a Global Security to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of beneficial owners of interests in a Global Security to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests. may be affected by the lack of a physical certificate evidencing such interests. For certain other restrictions on the transferability of the Securities, see "Transfer and Exchange" and "ERISA Considerations." Except as described below. owners of interests in the Global Securities will not have Securities registered in their names, will not receive physical delivery of Securities in certificated form and will not be considered the registered owners or holders thereof under the Indenture for any purpose. Payments in respect of a Global Security registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder of such Securities. The Co-Issuers and the Trustee will treat the persons in whose names the Securities, including the Global Securities, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, none of the Co-Issuers. the Trustee or any agent of the Co-Issuers or the Trustee has or will have any responsibility or liability for • any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interests in the Global Securities, or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Securities; or 63 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056373 CONFIDENTIAL SDNY GM_00202557 EFTA01365586