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EL CRECIMIENTO Y DESARROLLO REGIONAL Y SU INFLUENCIA SOBRE FUNCIONES Y HÁBITOS

MARCO TEÓRICO

3.7. EL CRECIMIENTO Y DESARROLLO REGIONAL Y SU INFLUENCIA SOBRE FUNCIONES Y HÁBITOS

The information set out below is subject to any change in or reinterpretation of the rules, regulations and procedures of DTC currently in effect. The information in this section concerning DTC has been obtained from sources that the Issuer believes to be reliable, but none of the Issuer nor any Manager takes any responsibility for the accuracy thereof. Investors wishing to use the facilities of DTC are advised to confirm the continued applicability of the rules, regulations and procedures of such facilities. None of the Issuer nor any other party to the Agency Agreement will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Securities held through the facilities of DTC or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Book-Entry Systems DTC

DTC has advised the Issuer that it is a limited purpose trust company organised under the New York Banking Law, a “banking organisation” within the meaning of the New York Banking Law, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerised book-entry changes in participants’ accounts. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.

Registration and Form

Book-entry interests in the Securities held through DTC will be represented by the Restricted Global Certificate(s) or the Unrestricted Global Certificate(s), as the case may be, registered in the name of Cede & Co., as nominee for DTC, and held by a custodian for DTC. As necessary, the Registrar will adjust the amounts of Securities on the Register for the accounts of DTC to reflect the amounts of Securities held through DTC. Beneficial ownership of book-entry interests in the Securities will be held through financial institutions as direct and indirect participants DTC. So long as Cede & Co., as nominee of DTC, is the registered owner of a Global Certificate, Cede & Co. for all purposes will be considered the sole holder of the Global Certificate.

The aggregate holdings of book-entry interests in the Securities in DTC will be reflected in the book-entry accounts of each such institution. DTC and every other intermediate holder in the chain to the beneficial owner of book-entry interests in the Securities will be responsible for establishing and maintaining accounts for their participants and customers having interests in the book-entry interests in the Securities. The Registrar will be responsible for maintaining a record of the aggregate holdings of Securities registered in the name of a nominee for DTC and/or, if individual Certificates are issued in the limited circumstances described under “Summary of Provisions Relating to the Securities while in Global Form—Exchange”, holders of Securities represented by those individual Certificates.

Clearing and Settlement Procedures Initial Settlement

Upon their original issue, the Securities will be in global form represented by the two Global Certificates. Interests in the Securities will be in uncertified book-entry form. DTC participants acting on behalf of purchasers electing to hold book-entry interests in the Securities through DTC will follow the delivery practices applicable to securities eligible for DTC’s Same Day Funds Settlement system. DTC participants’ securities accounts will be credited with book-entry interests in the Securities following confirmation of receipt of payment to the Issuer on the closing date.

Secondary Market Trading

Secondary market trades in the Securities will be settled by transfer of title to book-entry interests in DTC. Title to such book-entry interests will pass by registration of the transfer within the records of DTC in accordance with its respective procedures. Book-entry interests in the Securities may be transferred within DTC in accordance with procedures established for this purpose by DTC.

Exchanges Between the Global Certificates

Beneficial interests in the Unrestricted Global Certificate may be exchanged for beneficial interests in the Restricted Global Certificate only if such exchange occurs in connection with a transfer of the Securities pursuant to Rule 144A and the transferor first delivers to the Transfer Agent a written certificate to the effect that the Securities are being transferred to a person who the transferor reasonably believes to be a QIB, purchasing for its own account or the account of a QIB and in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interests in the Restricted Global Certificate may be transferred to a person who takes delivery in the form of an interest in the unrestricted Global Certificate only if the transferor first delivers to the Transfer Agent a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S.

Transfers involving an exchange of a beneficial interest in one of the Global Certificates for a beneficial interest in another Global Certificate will be effected in DTC by means of an instruction originated by the Transfer Agent through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Global Certificate representing the beneficial interest that is transferred and a corresponding increase in the principal amount of the other Global Certificate. Any beneficial interest in one of the Global Certificates that is transferred to a person who takes delivery in the form of an interest in the other Global Certificate will, upon transfer, cease to be an interest in such Global Certificate and will become an interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Certificate for so long as it remains such an interest.

Methods of Receiving Payments on the Securities

Principal of, premium, if any, and interest on Securities held in global form will be payable at the corporate trust office or agency of the Paying Agent in London. All payments on the Securities will be made by transfer of immediately available funds to an account of the holder of the Securities in accordance with instructions given by the holder. The Issuer has been informed by DTC that, with respect to any payment of principal, or premium, interest or other amounts, if any, on a Global Certificate, DTC’s practice is to credit direct participants’ accounts on the applicable payment date with payments in amounts proportionate to their respective beneficial interests in the Securities represented by the Global Certificate as shown on the records of DTC, unless DTC has reason to believe that it will not receive payment on such payment date. Payments by direct or indirect participants to owners of beneficial interests in the Securities represented by the Global Certificates held through such direct or indirect participants will be the responsibility of such direct or indirect participants, as is now the case with securities held for the accounts of customers registered in “street name”.

General

DTC is not under any obligation to perform or continue to perform the procedures referred to above, and such procedures may be discontinued at any time. None of the Issuer, the Principal Paying Agent, the Transfer Agent, the Registrar or any of their agents will have any responsibility for the performance by DTC or its respective participants of their respective obligations under the rules and procedures governing their operations or the arrangements referred to above.