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JPMorgan - KASE

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Interest on the Notes (other than interest on redemption) will be paid to the holder shown on<br />

the Register on the fifteenth day before the due date for such payment so long as the Notes are<br />

represented by a Global Note, and on the fifteenth day before the due date for such payment<br />

(the “Record Date”) if the Notes are in definitive form (“Definitive Notes”). Trading between the<br />

Rule 144A Global Note and the Regulation S Global Note will therefore be net of accrued interest<br />

from the relevant Record Date to the relevant interest payment date.<br />

The laws of some States of the United States require that certain persons take physical delivery in<br />

definitive form of securities that they own. Consequently, the ability to transfer beneficial<br />

interests in a Global Note to such persons will be limited to that extent. Because DTC, Euroclear<br />

and Clearstream, Luxembourg can act only on behalf of indirect participants, the ability of a<br />

person having beneficial interests in a Global Note to pledge such interests to persons or entities<br />

that do not participate in the relevant clearing system, or otherwise take actions in respect of<br />

such interests, may be affected by the lack of a physical certificate evidencing such interests.<br />

Neither the Issuer nor the Trustee, nor any agent of either of them, will have responsibility for<br />

the performance of DTC, Euroclear, Clearstream, Luxembourg or their respective participants of<br />

their respective obligations under the rules and procedures governing their operations. DTC has<br />

advised the Issuer that it will take any action permitted to be taken by a holder of a beneficial<br />

interest in the Rule 144A Global Note (including, without limitation, the presentation of the<br />

Global Note for exchange as described below) only at the direction of one or more Participants to<br />

whose accounts with DTC interests in a Global Note are credited, and only in respect of the Notes<br />

represented by the Global Note as to which such Participant or Participants has or have given<br />

such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to<br />

exchange the Global Notes for Notes in definitive form, which it will distribute to its Participants.<br />

DTC has also advised the Company that DTC is a limited purpose trust company organized under<br />

the laws of the State of New York, a member of the Federal Reserve System, a “clearing<br />

corporation” within the meaning of the Uniform Commercial Code and a “clearing agency”<br />

registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to<br />

hold securities for its Participants and to facilitate the clearance and settlement of securities<br />

transactions between Participants through electronic book-entry changes to accounts of its<br />

Participants, thereby eliminating the need for physical movement of certificates. Participants<br />

include securities brokers and dealers, banks, trust companies and clearing corporations and may<br />

include certain other organizations such as the initial purchasers. Certain of such Participants (or<br />

their representatives), together with other entities, own DTC. Indirect access to the DTC system is<br />

available to others such as banks, brokers, dealers and trust companies that clear through, or<br />

maintain a custodial relationship with, a Participant, either directly or indirectly.<br />

Euroclear and Clearstream, Luxembourg each holds securities for its customers and facilitates the<br />

clearance and settlement of securities transactions by electronic book-entry transfer between<br />

their respective accountholders. Euroclear and Clearstream, Luxembourg provide various services<br />

including safekeeping, administration, clearance and settlement of internationally traded<br />

securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg also<br />

deal with domestic securities markets in several countries through established depositary and<br />

custodial relationships. Euroclear and Clearstream, Luxembourg have established an electronic<br />

bridge between their two systems across which their respective participants may settle trades<br />

with each other.<br />

Euroclear and Clearstream, Luxembourg customers are worldwide financial institutions, including<br />

underwriters, securities brokers and dealers, banks, trust companies and clearing corporations.<br />

Indirect access to Euroclear and Clearstream, Luxembourg is available to other institutions that<br />

clear through or maintain a custodial relationship with an accountholder of either system.<br />

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