Common use of International Settlements Clause in Contracts

International Settlements. CREST’s International Settlement Links Service comprises of arrangements with one or more CSDs, which arrangements may differ as between CSDs, the principal details of the arrangements (insofar as they are relevant to CREST members) being as described from time to time in the CREST Manual. All the arrangements involve the holding of International Securities by the International Securities Custodian on behalf of CREST Depository Limited (the “Depository”) for the account of CREST members and the issue of CDIs representing such International Securities by the Depository to CREST members; and the terms and conditions contained in Schedule 1 of CREST’s Terms and Conditions, together with the provisions of the relevant Deed Poll and the CREST Manual set out, in particular, the basis on which such International Securities are so held and CDIs are so issued and may be transferred, and the basis on which CREST members may transfer CREST Securities to, or receive CREST Securities from, participants in CSDs. Euroclear UK & Ireland, the Depository and the International Securities Custodian make no representation and give no assurance as to: (a) the legal or regulatory implications of the operation of the International Settlement Links Service in the UK or in the respective jurisdictions of the CSDs or in which International Securities are held and transferred; or (b) the legal or regulatory requirements or the arrangements relating to settlement and the holding and segregation of investments in the respective jurisdictions of the CSDs or in which International Securities are held and/or transferred. CREST members who utilise the International Settlement Links Service to acquire and hold and dispose of interests in International Securities, or to acquire from, and dispose of to, participants in CSDs CREST Securities, acknowledge and accept that these are matters as to which it is for them to satisfy themselves. The Custodian does not currently provide a full service in respect of the holding or transfer of International Securities and/or CDIs through the CREST system and has made arrangements to opt out of the International Settlement Links provided by CREST, for the time being. However, a CREST Member who has opted out of this functionality may still receive CDIs in certain circumstances, including inter alia: (a) as a result of a transfer from another CREST Member; (b) as a result of a new issue of international securities in a corporate action affecting a holding of CDIs which a CREST Member has acquired as a result of a transfer of a CDI from another member; or (c) where international securities are issued across a link as consideration of a takeover in a CREST security; and therefore where holdings of CDIs are received by the Custodian as a result of, but not limited to, the above circumstances, the Custodian will, where appropriate, request the Client to provide an instruction to undertake one of the following actions, in order to facilitate the transfer of the CDI, or the conversion of the CDI to the underlying International Security: (i) Holdings can be transferred directly through and maintained within the Custodian’s global custody window, where the Client uses Citibank N.A., London branch as their Custodian, subject to the Custody Terms and the fee arrangements already in place between the Custodian and the Client in respect of custodial services for such global custody holdings. The Client will need to provide disposal instructions to the Custodian to enable the transfer to take place; or (ii) the Client may arrange to on-deliver the CDI to another CREST member and provide instructions to the Custodian to that effect; or (iii) the Client should provide instructions to transfer the securities through the CREST cross border link to their account with the appropriate Citibank Custodian in the relevant overseas country; or (iv) where a Client has no relationship with the appropriate Citibank Custodian in the relevant overseas country, the Client should provide the Custodian with an instruction to deliver the securities to their current custodian within that country, via the CREST cross-border links. The Custodian will take reasonable care to facilitate the receipt and/or holding of International Securities in the form of a CDI in such circumstances where it is obliged to hold such instruments, but will accept no liability (other than fraud, negligence or wilful default on the part of the Custodian) for such holdings where the Client fails to provide instructions, on request, to transfer any such holdings as detailed above.

International Settlements. CREST’s 's International Settlement Links Service comprises of arrangements with one or more CSDs, which arrangements may differ as between CSDs, the principal details of the arrangements (insofar as they are relevant to CREST members) being as described from time to time in the CREST Manual. All the arrangements involve the holding of International Securities by the International Securities Custodian on behalf of CREST Depository Limited (the “"Depository”") for the account of CREST members and the issue of CDIs representing such International Securities by the Depository to CREST members; and the terms and conditions contained in Schedule 1 of CREST’s 's Terms and Conditions, together with the provisions of the relevant Deed Poll and the CREST Manual set out, in particular, the basis on which such International Securities are so held and CDIs are so issued and may be transferred, and the basis on which CREST members may transfer CREST Securities to, or receive CREST Securities from, participants in CSDs. Euroclear UK & Ireland, the Depository and the International Securities Custodian make no representation and give no assurance as to: (a) the legal or regulatory implications of the operation of the International Settlement Links Service in the UK or in the respective jurisdictions of the CSDs or in which International Securities are held and transferred; or (b) the legal or regulatory requirements or the arrangements relating to settlement and the holding and segregation of investments in the respective jurisdictions of the CSDs or in which International Securities are held and/or transferred. CREST members who utilise the International Settlement Links Service to acquire and hold and dispose of interests in International Securities, or to acquire from, and dispose of to, participants in CSDs CREST Securities, acknowledge and accept that these are matters as to which it is for them to satisfy themselves. The Custodian does not currently provide a full service in respect of the holding or transfer of International Securities and/or CDIs through the CREST system and has made arrangements to opt out of the International Settlement Links provided by CREST, for the time being. However, a CREST Member who has opted out of this functionality may still receive CDIs in certain circumstances, including inter alia: (a) : • as a result of a transfer from another CREST Member; (b) ; • as a result of a new issue of international securities in a corporate action affecting a holding of CDIs which a CREST Member has acquired as a result of a transfer of a CDI from another member; or (c) or • where international securities are issued across a link as consideration of a takeover in a CREST security; and therefore where holdings of CDIs are received by the Custodian as a result of, but not limited to, the above circumstances, the Custodian will, where appropriate, request the Client to provide an instruction to undertake one of the following actions, in order to facilitate the transfer of the CDI, or the conversion of the CDI to the underlying International Security: (i) Holdings can be transferred directly through and maintained within the Custodian’s 's global custody window, where the Client uses Citibank N.A., London branch as their Custodian, subject to the Custody Terms terms of the Global Custodial Services Agreement and the fee arrangements already in place between the Custodian and the Client in respect of custodial services for such global custody holdings. The Client will need to provide disposal instructions to the Custodian to enable the transfer to take place; or (ii) the Client may arrange to on-deliver the CDI to another CREST member and provide instructions to the Custodian to that effect; or (iii) the Client should provide instructions to transfer the securities through the CREST cross border link to their account with the appropriate Citibank Custodian in the relevant overseas country; or (iv) where a Client has no relationship with the appropriate Citibank Custodian in the relevant overseas country, the Client should provide the Custodian with an instruction to deliver the securities to their current custodian within that country, via the CREST cross-border links. The Custodian will take reasonable care to facilitate the receipt and/or holding of International Securities in the form of a CDI in such circumstances where it is obliged to hold such instruments, but will accept no liability (other than fraud, negligence or wilful default on the part of the Custodian) for such holdings where the Client fails to provide instructions, on request, to transfer any such holdings as detailed above.

International Settlements. CREST’s 's International Settlement Links Service comprises of arrangements with one or more CSDs, which arrangements may differ as between CSDs, the principal details of the arrangements (insofar as they are relevant to CREST members) being as described from time to time in the CREST Manual. All the arrangements involve the holding of International Securities by the International Securities Custodian on behalf of CREST Depository Limited (the “"Depository”") for the account of CREST members and the issue of CDIs representing such International Securities by the Depository to CREST members; and the terms and conditions contained in Schedule 1 of CREST’s 's Terms and Conditions, together with the provisions of the relevant Deed Poll and the CREST Manual set out, in particular, the basis on which such International Securities are so held and CDIs are so issued and may be transferred, and the basis on which CREST members may transfer CREST Securities to, or receive CREST Securities from, participants in CSDs. Euroclear UK & Ireland, the Depository and the International Securities Custodian make no representation and give no assurance as to: (a) the legal or regulatory implications of the operation of the International Settlement Links Service in the UK or in the respective jurisdictions of the CSDs or in which International Securities are held and transferred; or (b) the legal or regulatory requirements or the arrangements relating to settlement and the holding and segregation of investments in the respective jurisdictions of the CSDs or in which International Securities are held and/or transferred. CREST members who utilise the International Settlement Links Service to acquire and hold and dispose of interests in International Securities, or to acquire from, and dispose of to, participants in CSDs CREST Securities, acknowledge and accept that these are matters as to which it is for them to satisfy themselves. The Custodian does not currently provide a full service in respect of the holding or transfer of International Securities and/or CDIs through the CREST system and has made arrangements to opt out of the International Settlement Links provided by CREST, for the time being. However, a CREST Member who has opted out of this functionality may still receive CDIs in certain circumstances, including inter alia: (a) :  as a result of a transfer from another CREST Member; (b) ;  as a result of a new issue of international securities in a corporate action affecting a holding of CDIs which a CREST Member has acquired as a result of a transfer of a CDI from another member; or (c) or  where international securities are issued across a link as consideration of a takeover in a CREST security; and therefore where holdings of CDIs are received by the Custodian as a result of, but not limited to, the above circumstances, the Custodian will, where appropriate, request the Client to provide an instruction to undertake one of the following actions, in order to facilitate the transfer of the CDI, or the conversion of the CDI to the underlying International Security: (i) Holdings can be transferred directly through and maintained within the Custodian’s 's global custody window, where the Client uses Citibank N.A., London branch as their Custodian, subject to the Custody Terms terms of the Global Custodial Services Agreement and the fee arrangements already in place between the Custodian and the Client in respect of custodial services for such global custody holdings. The Client will need to provide disposal instructions to the Custodian to enable the transfer to take place; or (ii) the Client may arrange to on-deliver the CDI to another CREST member and provide instructions to the Custodian to that effect; or (iii) the Client should provide instructions to transfer the securities through the CREST cross border link to their account with the appropriate Citibank Custodian in the relevant overseas country; or (iv) where a Client has no relationship with the appropriate Citibank Custodian in the relevant overseas country, the Client should provide the Custodian with an instruction to deliver the securities to their current custodian within that country, via the CREST cross-border links. The Custodian will take reasonable care to facilitate the receipt and/or holding of International Securities in the form of a CDI in such circumstances where it is obliged to hold such instruments, but will accept no liability (other than fraud, negligence or wilful default on the part of the Custodian) for such holdings where the Client fails to provide instructions, on request, to transfer any such holdings as detailed above.