companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Although DTC. Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC. Clearstream and Eurockar, they are under no obligation to perform or continue to perform these procedures. and the procedures may be discontinued at any time. None of the Co-Issuers, the Trustee or any Paying Agent will have any responsibility for the performance by DTC, Clearstream. Euroclear or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Any purported transfer of a Note not in accordance with the Indenture shall be null and void ab initio and shall not be given effect for any purpose whatsoever. However, without prejudice to the rights of the Co-Issuers against any beneficial owner or purported beneficial owner of Securities, nothing in the Indenture, or the Notes, as applicablele, shall be interpreted to confer on the Co-Issuers. the Trustee, or any Paying Agent any right against Euroclear to require that Euroclear reverse or rescind any trade completed in accordance with the rules of Euroclear. Certificated Income Notes All Income Notes sold in the United States or to U.S. Persons will be issued in the form of definitive, physical certificates in fully registered form without interest coupons ("Certificated Notes"). The Income Notes may be transferred only (1) in the form of a Certificated Note to Qualified Institutional Buyers or Accredited Investors (provided that in the case of any transfer to an Accredited Investor and if requested by the Issuer or on its behalf, the transf