JPMorgan - KASE
JPMorgan - KASE
JPMorgan - KASE
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issue date of the Notes within the United States or to or for the account or benefit of U.S.<br />
persons (such 40-day period being called the “Distribution Compliance Period”). Until the<br />
expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global<br />
Note may be transferred to a person who wishes to take delivery of such beneficial interests<br />
through the Rule 144A Global Note only in accordance with the certification requirements<br />
described below. Beneficial interests in the Rule 144A Global Note may only be exchanged for<br />
beneficial interests in the Regulation S Global Note in the limited circumstances described below.<br />
See “— Depositary Procedures — Exchanges Between the Global Notes”. In addition, transfers of<br />
beneficial interests between the Global Notes will be subject to the applicable rules and<br />
procedures of DTC and its Participants and Indirect Participants and those of Euroclear and<br />
Clearstream, Luxembourg, which may change from time to time.<br />
So long as DTC or its nominee or Euroclear, Clearstream, Luxembourg or the nominee of their<br />
common depositary is the registered holder of a Global Note, DTC, Euroclear, Clearstream,<br />
Luxembourg or such nominee, as the case may be, will be considered the sole owner or holder of<br />
the Notes represented by such Global Note. Owners of beneficial interests in a Global Note will<br />
be entitled to have certificates registered in their names and to receive physical delivery of Notes<br />
only in the limited circumstances described below under “— Depositary Procedures — Exchange<br />
of Global Notes for definitive Notes”.<br />
The Notes will be subject to certain transfer restrictions and restrictive legends as described under<br />
“Transfer Restrictions”.<br />
Depositary Procedures<br />
The following description of the operations and procedures of DTC, Euroclear and Clearstream,<br />
Luxembourg is provided solely as a matter of convenience. These operations and procedures are<br />
solely within the control of the respective settlement systems and are subject to changes by them<br />
from time to time. The Issuer takes no responsibility for these operations and procedures and<br />
urges investors to contact the systems or their participants directly to discuss these matters.<br />
The holdings of book-entry interests in the Notes through DTC, Euroclear and Clearstream,<br />
Luxembourg will be reflected in the book-entry accounts of each such institution.<br />
Payment of principal of, interest on, and premium, if any, on a Global Note will be made to DTC,<br />
Euroclear, Clearstream, Luxembourg or such nominee, as the case may be, as registered owner of<br />
the Global Note, by wire transfer of immediately available funds on the applicable payment date.<br />
Neither the Issuer nor the Trustee, nor any agent of either of them, will have any responsibility or<br />
liability for any aspect of the records relating to or payments made on account of beneficial<br />
ownership interests in a Global Note or for maintaining, supervising or reviewing any records<br />
relating to such beneficial ownership interest.<br />
Distributions of interest, principal and premium (if any) with respect to book-entry interests in<br />
the Regulation S Note held through Euroclear or Clearstream, Luxembourg will be credited, to<br />
the extent received by Euroclear or Clearstream, Luxembourg from the Paying Agent, to the cash<br />
accounts of Euroclear or Clearstream, Luxembourg customers in accordance with the relevant<br />
system’s rules and procedures.<br />
The Issuer has been informed by DTC that, with respect to any payment of principal of, or<br />
premium or interest, if any, on, the Rule 144A Global Note, DTC’s practice is to credit Participants’<br />
accounts on the applicable payment date, with payments in amounts proportionate to their<br />
respective beneficial interests in the Rule 144A Global Note as shown on the records of DTC,<br />
unless DTC has reason to believe that it will not receive payment on such payment date.<br />
Payments by Participants to owners of beneficial interests in the Notes represented by the Global<br />
Note held through such Participants will be the responsibility of such Participants, as is now the<br />
case with securities held for the accounts of customers registered in “street name”.<br />
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