Common use of Temporary Bearer Global Securities Clause in Contracts

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, Clearing System and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 5(c)(2)(i)(D)(7)) to a location within the United States and its possessions. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder accountholder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, CLEARSTREAM or Clearing System and to the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 5(c)(2)(i)(D)(71.163‑5(c)(2)(i)(D)(7)) to a location within the United States and its possessions. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event that the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event that the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities of a Series delivered to a common depositary the Common Depositary for Euroclear or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemClearstream, except as otherwise may be provided in the Authorization, relating to such Series. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C hereto or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall will be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for in the form of one or more definitive bearer global Securities or definitive registered global Securities of such SeriesSecurities, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof thereof, when the account holder instructs EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, a certificate in substantially the form set forth in Exhibit DF hereto, copies of which certificates certificate shall be provided to EUROCLEARavailable at the offices of Euroclear, CLEARSTREAM, Clearing System Clearstream and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing Systemthe Fiscal Agent. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessionsStates. On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on or after the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States and its possessions, to the Fiscal AgentStates, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. G hereto. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. G hereto. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System neither Euroclear nor Clearstream nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, of a certificate substantially in the form set forth in Exhibit D F hereto and delivery by EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.G thereto.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “"Common Depositary”") for the benefit of the operator of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “"Securities of a Series” " as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, Clearing System and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessions. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer’s 's agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities of a Series delivered to a common depositary the Common Depositary for Euroclear or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemClearstream, except as otherwise may be provided in the Authorization, relating to such Series. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C hereto or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall will be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for in the form of one or more definitive bearer global Securities or definitive registered global Securities of such SeriesSecurities, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof thereof, when the account holder instructs EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, a certificate in substantially the form set forth in Exhibit DF hereto, copies of which certificates certificate shall be provided to EUROCLEARavailable at the offices of Euroclear, CLEARSTREAM, Clearing System Clearstream and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing Systemthe Fiscal Agent. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessionsStates. On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Table of Contents Securities of such Series, on or after the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States and its possessions, to the Fiscal AgentStates, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. G hereto. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. G hereto. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System neither Euroclear nor Clearstream nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, of a certificate substantially in the form set forth in Exhibit D F hereto and delivery by EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.G thereto.

Temporary Bearer Global Securities. This Section 1(e)(ii1(f) shall apply only to temporary bearer global Securities of a Series delivered to a common depositary the Common Depositary for Euroclear or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemClearstream, except as otherwise may be provided in the Authorization, relating to such Series. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C hereto or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall will be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for in the form of one or more definitive bearer global Securities or definitive registered global Securities of such SeriesSecurities, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof thereof, when the account holder instructs EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, a certificate in substantially the form set forth in Exhibit DF hereto (or such other form as is acceptable to Euroclear, Clearstream and the Fiscal Agent), copies of which certificates certificate shall be provided to EUROCLEARavailable at the offices of Euroclear, CLEARSTREAM, Clearing System Clearstream and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii1(f) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii1(f) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing Systemthe Fiscal Agent. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessionsof America. On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on or after the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States and its possessions, to the Fiscal Agentof America, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside arrange for the United States and its possessions delivery of such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates in substantially in the form set forth in Exhibit E. G hereto (or such other form as is acceptable to Euroclear, Clearstream and the Fiscal Agent). In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, arrange for the account delivery of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates in substantially in the form set forth in Exhibit E. G hereto (or such other form as is acceptable to Euroclear, Clearstream and the Fiscal Agent). Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System neither Euroclear nor Clearstream nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, of a certificate in substantially in the form set forth in Exhibit D F hereto (or such other form as is acceptable to Euroclear, Clearstream and the Fiscal Agent) and delivery by EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream to the Fiscal Agent of a certificate in substantially in the form set forth in Exhibit E.G hereto (or such other form as is acceptable to Euroclear, Clearstream and the Fiscal Agent).

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities, definitive bearer global Securities, definitive registered Securities or definitive registered global Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his or her behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, Clearing System and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessionsStates. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessionsStates, to the Fiscal Agent, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM CLEARSTREAM, any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of the operator of the EUROCLEAR system (“EUROCLEAR, CLEARSTREAM ”) or Clearing SystemCEDEL S.A., except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C hereto or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall will be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for in the form of one or more definitive bearer global Securities or definitive registered global Securities of such SeriesSecurities, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL S.A. for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL S.A. (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof thereof, when the account holder instructs EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL S.A., as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL S.A., as the case may be, a certificate in substantially the form set forth in Exhibit DD hereto, copies of which certificates shall be provided to available at the offices of EUROCLEAR, CLEARSTREAM, Clearing System CEDEL S.A. and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing System. CEDEL S.A. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessionsStates. On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on or after the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States and its possessions, to the Fiscal AgentStates, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL S.A. for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL S.A. (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEUROCLEAR and CEDEL S.A., as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. E hereto. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL S.A., acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL S.A., as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEUROCLEAR and CEDEL S.A., as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. E hereto. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System neither EUROCLEAR nor CEDEL S.A. nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing System CEDEL S.A. on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL S.A., as the case may be, of a certificate substantially in the form set forth in Exhibit D hereto and delivery by EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing System CEDEL S.A. to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.E thereto.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities, definitive bearer global Securities, definitive registered Securities or definitive registered global Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his or her behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, Clearing System and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessions. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM CLEARSTREAM, any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “"Common Depositary”") for the benefit of the operator of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “"Securities of a Series” " as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, Clearing System and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 5(c)(2)(i)(D)(71.163‑5(c)(2)(i)(D)(7)) to a location within the United States and its possessions. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer’s 's agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of EUROCLEAREuroclear Bank S.A./N.V., CLEARSTREAM as operator of the Euroclear system (“Euroclear”) or Clearing SystemClearstream Banking, société anonyme (“Clearstream, Luxembourg”), except as otherwise may be provided in the applicable Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or Securities or, to the extent so provided in the Authorization for such Series, definitive registered Securities of such Series or, if the Authorization so provides, for in the form of one or more definitive bearer global book-entry Securities or definitive registered global Securities of such Seriesbook-entry Securities, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer Mexico and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the IssuerMexico, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions it to the Common Depositary for the benefit of EUROCLEAREuroclear and Clearstream, CLEARSTREAM or Clearing System Luxembourg for credit to the respective accounts of the beneficial owners of the Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder instructs EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, as the case may be, to request such exchange on his its behalf and delivers to EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, as the case may be, a certificate in substantially the form set forth in Exhibit DE hereto, copies of which certificates certificate shall be provided to EUROCLEARavailable at the offices of Euroclear, CLEARSTREAMClearstream, Clearing System Luxembourg and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to for the Securities of a Series to be applicable to the Securities of such Series, no definitive bearer Securities of such Series shall be exchanged issued pursuant to this Section 1(e)(iil(e)(ii) prior to such the Exchange Date. In the case of registered Securities being sold pursuant to Rule 144A under the Securities Act, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive registered Securities as soon as practicable on or after the closing date without requirement of certification described above. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a any location within the United States and its possessionsStates. On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the for Securities of a Series to be applicable to Securities of such Series, on or after the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States and its possessions, to the Fiscal AgentStates, as the IssuerMexico’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global book-entry Securities and/or or definitive registered global book-entry Securities, or any combination thereof, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing System Luxembourg for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. D hereto. In the case of registered Securities being sold pursuant to Rule l44A under the Securities Act, the interest of a beneficial owner of Securities of a Series in the temporary bearer Global Security of such Series shall be exchanged for definitive book-entry registered Securities as soon as practicable on or after the closing date without requirement of certification described above. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or or definitive registered Securities, or any combination thereof, following such surrender, upon the request of EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such ownersEuroclear or Clearstream, Luxembourg, as the case may be, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. D hereto. In the case of registered Securities being sold pursuant to Rule l44A under the Securities Act, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive registered Securities as soon as practicable on or after the closing date without the requirement of certification described above. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEARneither Euroclear nor Clearstream, CLEARSTREAM any other Clearing System Luxembourg nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial If the Authorization for Securities of a Series so provides, beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing System Luxembourg on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, as the case may be, of a certificate substantially in the form set forth in Exhibit D E hereto and delivery by EUROCLEAREuroclear or Clearstream, CLEARSTREAM or Clearing System Luxembourg, to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.D hereto.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the EUROCLEAR system (“EUROCLEAR”), CLEARSTREAM or Clearing SystemCEDEL BANK, société anonyme (“CEDEL”), except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C hereto or such other form as shall be established pursuant to the such Authorization. The temporary bearer global Security of a Series shall will be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the such Authorization so provides, for in the form of one or more definitive bearer global Securities or definitive registered global Securities of such SeriesSecurities, or any combination thereof specified in or contemplated by the such Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL (or to such other accounts as they may direct). Unless otherwise specified in the an Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for an interest in one or more definitive bearer Securities or definitive registered global Securities of such Series or any combination thereof Series, when the account holder instructs EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL, as the case may be, a certificate in substantially the form set forth in Exhibit DD hereto, copies of which certificates shall be provided to available at the offices of EUROCLEAR, CLEARSTREAM, Clearing System CEDEL and the Fiscal Agent. If an Exchange Date is specified in the an Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessionsStates. On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on or after the fortieth day following the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States and its possessions, to the Fiscal AgentStates, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System EUROCLEAR and CEDEL (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEUROCLEAR and CEDEL, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. E hereto. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEUROCLEAR and CEDEL, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. E hereto. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System neither EUROCLEAR nor CEDEL nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as thereon; provided in the next sentence. Beneficial that beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing System CEDEL on their behalf, shall be entitled to receive payment of interest prior to any in respect of the definitive global or bearer securities, as the case may be, in accordance with the terms of such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL, as the case may be, of a certificate substantially in the form set forth in Exhibit D hereto and delivery by EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing System CEDEL to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.E thereto.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, CLEARSTREAM or Clearing System and to the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 5(c)(2)(i)(D)(71.163‑5(c)(2)(i)(D)(7)) to a location within the United States and its possessions. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event that the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event that the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities of a Series delivered to a common depositary the Common Depositary for Euroclear or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemClearstream, except as otherwise may be provided in the Authorization, relating to such Series. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C hereto or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall will be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for in the form of one or more definitive bearer global Securities or definitive registered global Securities of such SeriesSecurities, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof thereof, when the account holder instructs EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, a certificate in substantially the form set forth in Exhibit DF hereto, copies of which certificates certificate shall be provided to EUROCLEARavailable at the offices of Euroclear, CLEARSTREAM, Clearing System Clearstream and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing Systemthe Fiscal Agent. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessionsof America. On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on or after the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States and its possessions, to the Fiscal Agentof America, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates in substantially in the form set forth in Exhibit E. G hereto. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates in substantially in the form set forth in Exhibit E. G hereto. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System neither Euroclear nor Clearstream nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, as the case may be, of a certificate in substantially in the form set forth in Exhibit D F hereto and delivery by EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream to the Fiscal Agent of a certificate in substantially in the form set forth in Exhibit E.G thereto.

Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the “Common Depositary”) for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series. Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct). Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, CLEARSTREAM or Clearing System and to the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163 5(c)(2)(i)(D)(71.163‑5(c)(2)(i)(D)(7)) to a location within the United States and its possessions. On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E. Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of EUROCLEAR, CLEARSTREAM any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.