Common use of Failure to Settle Clause in Contracts

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bank. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account participants’ accounts and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Fiscal Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” H”, the Trustee Fiscal Agent may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the TrusteeFiscal Agent’s participant account. DTC will process the withdrawal message, provided that the TrusteeFiscal Agent’s participant account contains a principal amount of the Global Security Note or Master Global Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote or Master Global Note, the Trustee Fiscal Agent will xxxx cancel such Global Security “canceled,” Note or Master Global Note in accordance with the Fiscal Agency Agreement and so advise NIB (or, in the case of cancellation of a Note represented by a Master Global Note that is not itself the subject of the cancellation, send to NIB details of the cancellation of such Note), and the Fiscal Agent will make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bankits records. The CUSIP number assigned to such Global Security Note or portion of a Master Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee Fiscal Agent will exchange such Global Security Book-Entry Note for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining other Book-Entry Securities Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a personPerson, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser)) or, in the case of any Book-Entry Note denominated in a currency other than U.S. dollars, paid to NIB, then such participants Participants and, in turn, the Presenting Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “I” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“H”, respectively. Thereafter, the Trustee Fiscal Agent will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the applicable Presenting Agent to perform in the performance of its obligations hereunder or and under the Distribution Selling Agency Agreement, the Bank then NIB will reimburse such the Presenting Agent or the Fiscal Agent, as applicable, on an equitable basis for the loss of its the use of the funds during the period when the funds they were credited to the account of the BankNIB. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global SecurityNote, CGS&H and the Trustee Fiscal Agent will provide, in accordance with Settlement Procedure Procedures “D,” and “E”, for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities Notes to have been represented by such Global Security Note and the Fiscal Agent will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account participants’ accounts and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the MTND Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account participants’ accounts and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the MTNB Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee will xxxx mark such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security Note or Securities Notes and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the relevant Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “F” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“G,” respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D” and “F,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been be represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee applicable Trustee, or its agent, fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” G”, the Trustee applicable Trustee, or its agent, may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s applicable participant account, provided that the Trustee’s applicable participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the applicable Trustee will xxxx such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s applicable records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee applicable Trustee, or its agent, will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s applicable participant account and shall notify the Bank Company and the Trustee applicable Trustee, or its agent, thereof. Thereafter, the Trustee applicable Trustee, or its agent, will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee applicable Trustee, or its agent, in accordance with Settlement Procedure “I,” J”, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee applicable Trustee, or its agent, will provide, in accordance with Settlement Procedure Procedures “D,”, “E” and “G”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee applicable Trustee, or its agent, with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such mark xxxh Global Security “"canceled,” ", make appropriate entries in the Trustee’s 's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “"D,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” G”, the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains Securities having the same terms and having a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount of such Security to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities issued or to be issued represented by a Global Security, the Trustee will xxxx cancel such Global Security “canceled,” in accordance with the Indenture, make appropriate entries in the Trustee’s its records and send such canceled Global Security to so advise the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants Participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “G” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“H”, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform in the performance of its obligations hereunder or under the Distribution Agency Agreement, the Bank Company will reimburse such the Agent on an equitable basis for the its reasonable out-of-pocket accountable expenses actually incurred and loss of its the use of funds during the period when the funds they were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities that were to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D,” and “E”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G”, then, upon written request of the Company (which may be by telecopy) the Trustee may shall deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant account. DTC will process the withdrawal message, provided that the Trustee’s participant account contains a principal amount of the Global Security or other book-entry medium-term note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee will xxxx cancel such Global Security “canceled,” in accordance with the Indenture and so advise the Company and the Trustee, and the Trustee will make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bankits records. The CUSIP number assigned to such Global Security or other book-entry medium-term note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee will exchange such Global Security Book-Entry Note for two Global Securities, one of which shall represent such Book-Entry Security or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining other Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a personPerson, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “H” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“G” respectively. Thereafter, Thereafter the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the applicable Presenting Agent to perform in the performance of its obligations hereunder or and under the Distribution Agency Agreement, then the Bank Company will reimburse such the Presenting Agent or the Trustee, as applicable, on an equitable basis for the loss of its the use of funds during the period when the funds they were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” E”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If settlement of a Book-Entry Note is rescheduled and the Trustee fails to enter DTC Agent for such Note has not entered an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G”, after receiving notice from the Trustee may Company or the Agent, such DTC Agent shall deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trusteesuch DTC Agent’s participant account. DTC will process the withdrawal message, provided that the Trusteesuch DTC Agent’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee for the Notes represented by such Global Security will xxxx such Global Security “canceled,” ”, make appropriate entries in the such Trustee’s records and send such destroy the canceled Global Security in accordance with the Indenture and deliver a certificate of destruction to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee DTC Agent for such Book-Entry Notes will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining other Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a personPerson, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures “H” and “G”, respectively. Thereafter, the DTC Agent for such Book-Entry Security may enter delivery orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee Note will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the applicable Agent to perform in the performance of its obligations hereunder or and under the Distribution Agreement, then the Bank Company will reimburse such the Agent on an equitable basis for the loss of its the use of the funds during the period when the funds they were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee DTC Agent for such Book-Entry Note or Notes will provide, in accordance with Settlement Procedure Procedures “D,E” and “G”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Chase fails to enter an SDFS deliver order with respect to a BookNote issued in book-Entry Security entry form pursuant to Settlement Procedure “F,” the Trustee , Chase may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of Chase maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will xxxx such Global Security “Note "canceled,” ", make appropriate entries in the Trustee’s its records and send certification of destruction of such canceled Global Security Note to the BankCompany. The CUSIP number assigned to such Global Security Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee Chase will exchange such Global Security Note for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security or Securities the Global Notes for which withdrawal messages are processed and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If In the case of any Note in book-entry form sold through the Offering Agent, as agent, if the purchase price for any Book-Entry Security such Note is not timely paid to the participants Participants with respect to such Book-Entry Security thereto by the beneficial investor or other purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such investor or other purchaser), such participants Participants and, in turn, the related Offering Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures F and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofG, respectively. Thereafter, the Trustee Chase will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Offering Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Offering Agent on an equitable basis for the its reasonable loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a BookNote in book-Entry Securityentry form, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityNote also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” , for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities to have been represented by such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account participants’ accounts and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company, the Guarantor and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company and the Guarantor of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the MTNA Distribution Agreement, the Bank Company and the Guarantor, jointly and severally, will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account participants’ accounts and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company, the Guarantor and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company and the Guarantor of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the MTNE Distribution Agreement, the Bank Company and the Guarantor, jointly and severally, will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note issued in book-entry form pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx mark such Global Security Book-Entry Note “canceledcancelled,” make appropriate entries in the Trustee’s its records and send such canceled Global Security cancelled Book-Entry Note to the BankCompany. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Security also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Chase fails to enter an SDFS deliver order with respect to a BookNote issued in book-Entry Security entry form pursuant to Settlement Procedure “F,” the Trustee , Chase may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of Chase maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will xxxx such Global Security “Note "canceled,” ", make appropriate entries in the Trustee’s its records and send certification of cancellation of such canceled Global Security Note to the BankCompany. The CUSIP number assigned to such Global Security Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will exchange such Global Security Note for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security or Securities the Global Notes for which withdrawal messages are processed and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If In the case of any Note in book-entry form sold through the Offering Agent, as agent, if the purchase price for any Book-Entry Security such Note is not timely paid to the participants Participants with respect to such Book-Entry Security thereto by the beneficial investor or other purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such investor or other purchaser), such participants Participants and, in turn, the related Offering Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures F and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofG, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Offering Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Offering Agent on an equitable basis for the its reasonable loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a BookNote in book-Entry Securityentry form, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityNote also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” , for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities to have been represented by such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly notify the Bank Company of such order, and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee applicable Trustee, or its agent, fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” G”, the Trustee applicable Trustee, or its agent, may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s applicable participant account, provided that the Trustee’s applicable participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the applicable Trustee will xxxx mark such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s applicable records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresBureau, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee applicable Trustee, or its agent, will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s applicable participant account and shall notify the Bank Company and the Trustee applicable Trustee, or its agent, thereof. Thereafter, the Trustee applicable Trustee, or its agent, will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee applicable Trustee, or its agent, in accordance with Settlement Procedure “I,” J”, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee applicable Trustee, or its agent, will provide, in accordance with Settlement Procedure Procedures “D,”, “E” and “G”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee applicable Trustee, or its agent, with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank applicable Issuer and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank such Issuer of such order, order and the Bank such Issuer shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank such Issuer maintained at the Trustee in accordance with Settlement Procedure “I,” ”, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank such Issuer will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Banksuch Issuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Issuers will, from time to time, furnish the Trustee with a sufficient quantity of Securities.. Pricing Supplement No. Dated Rule424(b)[(2)] (To Prospectus dated December 8, 2003 and File No. 333-110804 Prospectus Supplement dated September 20, 2005) CUSIP: Diageo [Capital plc/Finance B.V./-Investment Corporation] Medium-Term Notes — Fixed Rate Principal Amount: Interest Rate: Agents Discount or Commission: Stated Maturity Date: Nets Proceeds to Issuer: Issue Date: Interest Payment Dates: Redemption: o The Notes cannot be redeemed prior to the Stated Maturity Date, o The Notes may be redeemed prior to the Stated Maturity Date. Redemption Commencement Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: % until Redemption Percentage is 100% of the principal amount. Optional Repayment: o The Notes cannot be repaid prior to the Stated Maturity Date o The Notes can be repaid prior to the Stated Maturity Date at the option of the holder of the Notes. Option Repayment Dates: Repayment Price: % Currency: Specified Currency: Exchange Rate Agent: Citibank, N.A. Minimum Denominations: Original Issue Discount: o Yes o No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Form: þ Book-Entry o Certificated Agent: o [Mxxxxx Sxxxxxx & Co. Incorporated] o Other Agent acting in the capacity as indicated below: o Agent o Principal If as principal: o The Notes are being offered at varying prices related to prevailing market prices at the time of resale. o The Notes are being offered at a fixed initial public offering price of % of principal amount. If as Agent: The Notes are being offered at a fixed initial public offering price of % of Principal Amount. Trustee: Citibank, N.A.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G”, the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant account. DTC will process the withdrawal message, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee will xxxx mark such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security Note or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a personPerson, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Agent for such Book-Entry Security Note may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “H” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“G”, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D,” and “E”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.Not to

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx mark such Global Security “Book-Entry Note "canceled,” " make appropriate entries in the Trustee’s its records and send such canceled Global Security Book-Entry Note to the BankCompany. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Note also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mark such Global Security “"canceled,” ", make appropriate entries in the Trustee’s Xxxxtee's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s account participants' accounts and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “"D,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mxxx such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures ”D,” “DE” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mark such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures ”D,” “DE” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If BNY or the Trustee Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F” or “G,” BNY may upon the Trustee may approval of the Company deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the TrusteeBNY’s participant account, provided that the TrusteeBNY’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee BNY will xxxx mxxx such Global Security “canceled,” cancelled”, make appropriate entries in the TrusteeBNY’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassignedreassigned until the Book-Entry Notes represented by such Global Security have matured or been redeemed. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee BNY will exchange such Global Security for two another Global SecuritiesSecurity, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security with respect to which a withdrawal message have not been processed and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Agent for such Book-Entry Security Note may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “G” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“F”, respectively. Thereafter, the Trustee BNY will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the applicable Agent to perform in the performance of its obligations hereunder or under the Distribution Agreement, then the Bank Company will reimburse such Agent or BNY as applicable on an equitable basis for the loss of its the use of funds during the period when the funds they were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Indenture Trustee will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an a SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx such Global Security “canceled,” make appropriate entries in the Trustee’s records cancel and send such canceled Global Security destroy ash Book-Entry Note and deliver to the BankCompany a certificate of destruction with respect to each canceled Note. The CUSIP number assigned to such Global Security shall, Book-Entry Note shall in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled immediately after issuance issuance, and the other of which shall represent the remaining other Notes previously represented the surrendered Book-Entry Securities previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Note also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Issuing Agent fails to enter in timely fashion an SDFS deliver order with respect to any Book- Entry Security or any portion of a Global Certificate representing a Book-Entry Security pursuant to Settlement Procedure “F,” G, or if the Trustee Selling Agent or the Purchasing Agent, as the case may be, fails to enter in timely fashion an SDFS deliver order with respect to such Book-Entry Security pursuant to Settlement Procedure H, the Issuing Agent may deliver to the DepositaryDepository, through the Depositary’s Depository's Participant Terminal System, as soon as practicable practicable, a withdrawal message (the form of which has been previously furnished to the Issuing Agent by the Depository) instructing the Depositary Depository to debit such Book-Entry Security to the Trustee’s participant accountaccount of the Issuing Agent maintained at the Depository. A copy of such message will be routed through the facilities of the Depository to such Agent. The Depository will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Securities having the same Fixed Rate Terms, Floating Rate Terms or Zero Coupon Terms, as the case may be, having an aggregate principal amount that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities represented by a particular Global SecurityCertificate, the Trustee Issuing Agent will xxxx cancel immediately such Global Security “canceled,” Certificate, make appropriate entries in its records and, unless otherwise instructed by the Trustee’s records and send such canceled Company, destroy the Global Security to the BankCertificate. The CUSIP number assigned to such Global Security Certificate shall, in accordance with CUSIP Service Bureau procedures, be canceled retired and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, only a portion of the Book-Entry Securities represented by a particular Global SecurityCertificate, the Trustee Issuing Agent will exchange such Global Security Certificate for two Global SecuritiesCertificates authenticated by the Trustee, one of which shall represent such Book-the Book- Entry Security or Securities for which withdrawal messages are processed and shall be canceled cancelled by the Trustee and destroyed immediately after issuance issuance, and the other of which shall represent the remaining other Book-Entry Securities previously represented by the surrendered Global Security Certificate and shall bear the CUSIP number of the surrendered Global SecurityCertificate. The Company will reimburse such Agent on an equitable basis for its loss of the use of funds during any period when the funds were credited to the account of the Company in connection with such attempted settlement. If the purchase price for any Book-Book- Entry Security is not timely paid to the participants Participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or by a person, including an indirect participant in the DepositaryDepository, acting on behalf of such purchaserpurchaser (other than the Purchasing Agent, if any), such participants Participants and, in turn, the Selling Agent for such Book-Entry Security or the Purchasing Agent, as the case may be, may enter delivery SDFS deliver orders through the Depositary’s Depository's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. ThereafterImmediately thereafter, the Trustee Issuing Agent will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank The Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the any period when the funds were credited to the account of the BankCompany in connection with such attempted settlement. Notwithstanding the foregoing, upon any failure to settle with respect to any Book-Entry Security or any portion of a Global Certificate representing a Book-Entry Security, the Depositary Depository may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-any Book- Entry Securities Security that was to have been represented by a Global SecurityCertificate also representing other Book-Entry Securities, the Trustee Issuing Agent will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security Certificate representing the other Book-Entry Securities remaining principal amount to have been represented by such Global Security Certificate and will make appropriate entries in its records. The Bank willIssuing and Paying Agents Not to Risk Funds: Nothing herein will be deemed to require the Issuing Agent or the Paying Agent to risk or expend its own funds in connection with any payment to the Company, from time the Agents, the Depository or any securityholder, it being understood by all parties that payments made by the Issuing Agent or the Paying Agent to timeany party will be made only to the extent that funds are provided to the Issuing Agent or the Paying Agent, furnish as the Trustee with a sufficient quantity of Securities.case may be, for such purpose. ANNEX III

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such mark xxxh Global Security “canceled,” "cancelled", make appropriate entries in the Trustee’s 's records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “"D,” " for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.. ANNEX III ACCOUNTANTS' LETTER Pursuant to Section 4(j) and Section 6(d), as the case may be, of the Distribution Agreement, the Company's independent certified public accountants shall furnish letters to the effect that:

Failure to Settle. If the Trustee fails Trustees fail to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee Trustees may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s Trustees’ participant accountaccounts, provided that the Trustee’s Trustees’ participant account contains accounts contain a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Trustees will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s Trustees’ records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Trustees will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s Trustees’ participant account accounts and shall notify the Bank Company and the Trustee Trustees thereof. Thereafter, the Trustee Trustees will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee Trustees in accordance with Settlement Procedure “I,” ”, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee Trustees will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee Trustees with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Chase fails to enter an SDFS deliver order with respect to a BookNote issued in book-Entry Security entry form pursuant to Settlement Procedure “F,” the Trustee , Chase may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of Chase maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will xxxx such Global Security “Note "canceled,” ", make appropriate entries in the Trustee’s its records and send certification of destruction of such canceled Global Security Note to the BankCompany. The CUSIP number assigned to such Global Security Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee Chase will exchange such Global Security Note for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security or Securities the Global Notes for which withdrawal messages are processed and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If In the case of any Note in book-entry form sold through the Offering Agent, as agent, if the purchase price for any Book-Entry Security such Note is not timely paid to the participants Participants with respect to such Book-Entry Security thereto by the beneficial investor or other purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such investor or other purchaser), such participants Participants and, in turn, the related Offering Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures F and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofG, respectively. Thereafter, the Trustee Chase will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Offering Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Offering Agent on an equitable basis for the its reasonable loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a BookNote in book-Entry Securityentry form, the Depositary -77- DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityNote also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” , for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities to have been represented by such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails Trustees fail to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee Trustees may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s Trustees' participant accountaccounts, provided that the Trustee’s Trustees' participant account contains accounts contain a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Trustees will xxxx such Global Security “"canceled,” ", make appropriate entries in the Trustee’s Trustees' records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Trustees will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s Trustees' participant account accounts and shall notify the Bank Company and the Trustee Trustees thereof. Thereafter, the Trustee Trustees will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee Trustees in accordance with Settlement Procedure “"I,” ", and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee Trustees will provide, in accordance with Settlement Procedure “"D,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee Trustees with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Chase fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” the Trustee " Chase may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s Chase participant account, provided that the Trustee’s Chase's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Chase will xxxx mark such Global Security “canceled"cancxxxx,” " make appropriate entries in the Trustee’s Chase's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Chase will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s Chase's participant account and shall notify the Bank Company and the Trustee Chase thereof. Thereafter, the Trustee Chase will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee Chase in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee Chase will provide, in accordance with Settlement Procedure “"D,” " for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee Chase with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note issued in book-entry form pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx such Global Security “canceledmark xxxh Book-Entry Note "cancelled,” " make appropriate entries in the Trustee’s its records and send such canceled Global Security cancelled Book-Entry Note to the BankCompany. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of SecuritiesCompany.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account participants’ accounts and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the an Agent or Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security note to the Trustee’s participant account. DTC will process the withdrawal message, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Notes represented by the Master Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented Notes identified by a Global Securitysingle CUSIP number, the Trustee will xxxx such Global Security “canceled,” advise the Issuer and will make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bankits records. The CUSIP number assigned to such Global Security issue of Book-Entry Notes shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the issue of Book-Entry Securities represented Notes identified by a Global Securitysingle CUSIP number, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities advise the Issuer and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Securitywill make appropriate entries in its records. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security system reversing the orders entered pursuant to such participant’s account Settlement Procedures “F” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“G,” respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the applicable related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default the failure by the applicable Presenting Agent to perform its obligations hereunder provide the Purchase Information to the Issuer or under to provide a confirmation to the Distribution Agreementpurchaser, the Bank Issuer will reimburse such the Presenting Agent on an equitable basis for the its loss of its the use of the funds during the period when the funds they were credited to the account of the BankIssuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In Periodic Statements from the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global SecurityTrustee: Periodically, the Trustee will provide, in accordance with Settlement Procedure “D,” for send to the authentication and issuance Issuer a statement setting forth the principal amount of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security Notes outstanding as of that date and will make appropriate entries in its records. The Bank will, from time to time, furnish setting forth a brief description of any sales of Book-Entry Notes of which the Issuer has advised the Trustee with a sufficient quantity of Securitiesbut which have not yet been settled.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bank. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank of such order, order and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mxxx such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures ”D,” “DE” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If Deutsche Bank Trust Company Americas or the Trustee Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,H” the Trustee or “I”, Deutsche Bank Trust Company Americas may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s Deutsche Bank Trust Company Americas’ participant account, provided that the Trustee’s Deutsche Bank Trust Company Americas’ participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Deutsche Bank Trust Company Americas will xxxx mark such Global Security “canceled,” ”, make appropriate entries in the Trustee’s Deutsche Bank Trust Company Americas’ records and send such canceled Global Security to the BankFPL. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Deutsche Bank Trust Company Americas will exchange such Global Security for two another Global SecuritiesSecurity, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security with respect to which a withdrawal message has not been processed and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants Participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting reversing the orders entered pursuant to Settlement Procedures “I” and “H”, respectively. The Agent will notify of FPL by telephone, confirmed in writing, of such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereoffailure. Thereafter, the Trustee Deutsche Bank Trust Company Americas will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Mortgage Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx cancel and destroy such Global Security “canceled,” make appropriate entries in the Trustee’s records Book-Entry Note and send such canceled Global Security deliver to the BankCompany a certificate of destruction with respect to each cancelled Note. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s Participant DTC's participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Note also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to "Settlement Procedure “Procedure" "F,” " the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will xxxx such Global Security “Note "canceled,” " make appropriate entries in the Trustee’s 's records and send such canceled Global Security Note or Global Unit to the BankIssuer. The CUSIP number assigned to such Global Security Note, shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor's Corporation, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, Note the Trustee will exchange such Global Security Note, for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security Note or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures "F" and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof"G," respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global SecurityNote, the Trustee will provide, in accordance with Settlement Procedure “Procedures "D,” " and "E, " for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities Notes to have been be represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of SecuritiesNote.

Failure to Settle. If the Trustee Registrar fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” , then the Trustee Registrar may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant account, account of the Registrar maintained at DTC. DTC will process the withdrawal message; provided that the Trustee’s such participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities represented by Notes of a Global Securityseries, the Trustee Registrar will xxxx such Global Security series of Book-Entry Notes “canceled,” and make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bankits records. The CUSIP number assigned to such Global Security series of Book-Entry Notes shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, In the case of the any Book-Entry Securities represented by Note sold through a Global SecurityDistribution Agent, the Trustee will exchange such Global Security for two Global Securitiesacting as agent, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If if the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the applicable Distribution Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures F and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofG, respectively. Thereafter, the Trustee Registrar will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the a Book-Entry Securities Note that was to have been represented by a Global SecurityNote also representing other Book-Entry Notes, the Trustee Registrar will provide, in accordance with Settlement Procedure “D,” , for the authentication and issuance of a Global Security Note representing the other such remaining Book-Entry Securities to have been represented by such Global Security Notes and will make appropriate entries in its records. Preparation and Delivery of Pricing Supplements: If any offer to purchase a Note is accepted by the Bank, the Bank will promptly prepare a Pricing Supplement reflecting the terms of such Note. The Bank willshall deliver copies of such Pricing Supplement to the Distribution Agent which made or presented the offer to purchase the applicable Note, from time as instructed by such Distribution Agent, and to the paying agent as soon as practicable following the trade, but in no event later than 11:00 a.m. (New York City time) on the Business Day following the applicable trade date. SCHEDULE I to ANNEX II ROYAL BANK OF CANADA Form of Bank Order [DATE] The Bank of New York Mellon 000 Xxxxxxx Xxxxxx New York, furnish New York 00000 Re: Royal Bank of Canada’s Senior Global Medium-Term Notes, Series E Ladies and Gentlemen: Pursuant to Section 303 of the Trustee Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006 and by the Second Supplemental Indenture, dated as of February 28, 2007, (as so supplemented, the “Indenture”) between Royal Bank of Canada, a Canadian chartered bank (the “Bank”), and you, as successor to JPMorgan Chase Bank, N.A., as Trustee, relating to the issuance by the Bank of its senior debt securities, you are hereby ordered to authenticate, in the manner provided by the Indenture and in accordance with the Administrative Procedures set forth in the Distribution Agreement, dated [ ], 2011, between the Bank and the Agents party thereto, [aggregate principal amount of Supplemental Obligation] [Title of Securities Due [___], CUSIP number [________], with terms incorporated by reference to [describe any applicable product supplement] and the pricing supplement transmitted to you herewith, by notating the issuance of such Supplemental Obligation on Annex A of the Master Note, and all additional information called for thereon. The Supplemental Obligations we are ordering you to authenticate are a sufficient quantity series of Securities.the Bank’s Senior Global Medium-Term Notes, Series E and are to be issued on the date hereof, Very truly yours, ROYAL BANK OF CANADA By: Name: Title: By: Name: Title: Bank Order

Failure to Settle. If settlement of a Book-Entry Note is rescheduled and the Trustee fails to enter DTC Agent for such Note has not entered an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” ”G”, after receiving notice from the Trustee may Company or the Agent, such DTC Agent shall deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trusteesuch DTC Agent’s participant account. DTC will process the withdrawal message, provided that the Trusteesuch DTC Agent’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee for the Notes represented by such Global Security will xxxx mark such Global Security “canceled,” ”, make appropriate entries in the such Trustee’s records and send such destroy the canceled Global Security in accordance with the Indenture and deliver a certificate of destruction to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee DTC Agent for such Book-Entry Notes will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining other Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a personPerson, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures ”H” and “G”, respectively. Thereafter, the DTC Agent for such Book-Entry Security may enter delivery orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee Note will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the applicable Agent to perform in the performance of its obligations hereunder or and under the Distribution Agreement, then the Bank Company will reimburse such the Agent on an equitable basis for the loss of its the use of the funds during the period when the funds they were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee DTC Agent for such Book-Entry Note or Notes will provide, in accordance with Settlement Procedure Procedures ”E” and “D,” G”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Bank fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee Bank may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the TrusteeBank’s participant account, provided that the TrusteeBank’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Bank will xxxx mxxx such Global Security “canceled,” ”, make appropriate entries in the TrusteeBank’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Bank will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the TrusteeBank’s participant account and shall notify the Bank Company and the Trustee Bank thereof. Thereafter, the Trustee Bank will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee Bank in accordance with Settlement Procedure “I,” I and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company and such Agent will mutually agree upon an amount of compensation to reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany; provided, however, it is understood that the parties will, during the course of reaching such mutual agreement, take into consideration, among other things, any adverse effect (including the magnitude thereof) on each of the parties as a result of such failure. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee Bank will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee Bank with a sufficient quantity of Securities.

Failure to Settle. If the applicable Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” G”, the applicable Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the applicable Trustee’s participant account, provided that the applicable Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the applicable Trustee will xxxx mark such Global Security “canceledcancelled,” make appropriate entries in the applicable Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the applicable Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the applicable Trustee’s participant account and shall notify the Bank Company and the applicable Trustee thereof. Thereafter, the applicable Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the applicable Trustee in accordance with Settlement Procedure “I,” J”, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the applicable Trustee will provide, in accordance with Settlement Procedure Procedures “D,”, “E” and “G”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the applicable Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx cancel and destroy such Global Security “canceled,” make appropriate entries in the Trustee’s records Book-Entry Note and send such canceled Global Security deliver to the BankCompany a certificate of destruction with respect to each cancelled Note. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Note also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures ”D,” “DE” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the applicable Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” G”, the applicable Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the applicable Trustee’s participant account, provided that the applicable Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the applicable Trustee will xxxx such Global Security “canceledcancelled,” make appropriate entries in the applicable Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the applicable Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the applicable Trustee’s participant account and shall notify the Bank Company and the applicable Trustee thereof. Thereafter, the applicable Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the applicable Trustee in accordance with Settlement Procedure “I,” J”, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the applicable Trustee will provide, in accordance with Settlement Procedure Procedures “D,”, “E” and “G”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the applicable Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee or Warrant Agent may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s 's or Warrant Agent's participant account, provided that the Trustee’s 's or Warrant Agent's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee or Warrant Agent will xxxx mark such Global Security “"canceled,” ", make appropriate entries in the Trustee’s Xxxxtee's or Warrant Agent's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee or Warrant Agent will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's or Warrant Agent's participant account and shall notify the Bank Company and the Trustee or Warrant Agent thereof. Thereafter, the Trustee or Warrant Agent will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee or Warrant Agent in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee or Warrant Agent will provide, in accordance with Settlement Procedure “"D,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee or Warrant Agent with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Fiscal Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” ”, the Trustee Fiscal Agent may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security Note to the TrusteeFiscal Agent’s participant account, provided that the TrusteeFiscal Agent’s participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee Fiscal Agent will xxxx such Global Security Note “canceled,” ”, make appropriate entries in the TrusteeFiscal Agent’s records and send such canceled Global Security Note to the Bank. The CUSIP number assigned to such Global Security Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee Fiscal Agent will exchange such Global Security Note for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security Note or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If the purchase price for any Book-Entry Security Note is not timely paid to the participants with respect to such Book-Entry Security Note by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security Note may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security Note to such participant’s account participants’ accounts and crediting such Book-Entry Security Note to such Agent’s account and then debiting such Book-Entry Security Note to such Agent’s participant account and crediting such Book-Entry Security Note to the TrusteeFiscal Agent’s participant account and shall notify the Bank Bank, the Guarantor and the Trustee Fiscal Agent thereof. Thereafter, the Trustee Fiscal Agent will (i) promptly immediately notify the Bank and the Guarantor of such order, order and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security Note which was credited to the account of the Bank maintained at the Trustee Fiscal Agent in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank and the Guarantor, jointly and severally, will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global SecurityNote, the Trustee Fiscal Agent will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities Notes to have been represented by such Global Security Note and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee Fiscal Agent with a sufficient quantity of SecuritiesNotes. ANNEX III-1 Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP [date] To Xxxxxxx, Sachs & Co., as the Representatives of the Agents Under the Distribution Agreement Specified Below. Ladies and Gentlemen: [Use the following paragraph if the opinion is not being delivered at a Time of Delivery — We refer to the execution today by you, Xxxxxxx Xxxxx Bank USA, a corporation duly organized under the Banking Law of the State of New York (the “Bank”), and The Xxxxxxx Sachs Group, Inc., a Delaware corporation (the “Guarantor”), of the Distribution Agreement, dated , 20 (the “Distribution Agreement”), relating to the Bank’s Deposit Notes (the “Notes”), which are to be guaranteed by the Guarantor pursuant to the General Guarantee Agreement, dated December 1, 2008 (the “Guarantee Agreement”), of the Guarantor. The Notes are to be issued by the Bank, through its branch in the State of New York, from time to time in one or more series pursuant to the Fiscal Agency Agreement, dated as of , 20 (the “Fiscal Agency Agreement”), between the Bank and The Bank of New York Mellon, as fiscal agent (the “Fiscal Agent”), and are to be offered for sale by the Bank from time to time pursuant to the Distribution Agreement. We refer to the Guarantor’s guarantee of the Notes pursuant to the Guarantee Agreement as the “Guarantee”.]

Failure to Settle. If the Trustee Chase fails to enter an SDFS deliver order with respect to a BookNote issued in book-Entry Security entry form pursuant to Settlement Procedure “F,” the Trustee , Chase may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of Chase maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will xxxx mark such Global Security “Note "canceled,” make ", xxxe appropriate entries in the Trustee’s its records and send certification of destruction of such canceled Global Security Note to the BankCompany. The CUSIP number assigned to such Global Security Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee Chase will exchange such Global Security Note for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security or Securities the Global Notes for which withdrawal messages are processed and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If In the case of any Note in book-entry form sold through the Offering Agent, as agent, if the purchase price for any Book-Entry Security such Note is not timely paid to the participants Participants with respect to such Book-Entry Security thereto by the beneficial investor or other purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such investor or other purchaser), such participants Participants and, in turn, the related Offering Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures F and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofG, respectively. Thereafter, the Trustee Chase will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Offering Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Offering Agent on an equitable basis for the its reasonable loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a BookNote in book-Entry Securityentry form, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityNote also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” , for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities to have been represented by such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee will xxxx mark such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security Note or Securities Notes and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the relevant Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “F” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“G”, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D,” and “F”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been be represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver delivery order with respect to a BookNote issued in book-Entry Security entry form pursuant to Settlement Procedure “F,” (f), the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will xxxx mark such Global Security Note “canceled,” make appropriate entries in the Trustee’s its records and send certification of destruction of such canceled Global Security Note to the BankCompany. The CUSIP number assigned to such Global Security Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee will exchange such Global Security Note for two Global SecuritiesNotes, one of which shall represent such Book-Entry Security or Securities the Global Notes for which withdrawal messages are processed and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If In the case of any Note in book-entry form sold through the Offering Agent, as agent, if the purchase price for any Book-Entry Security such Note is not timely paid to the participants Participants with respect to such Book-Entry Security thereto by the beneficial investor or other purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such investor or other purchaser), such participants Participants and, in turn, the related Offering Agent for such Book-Entry Security may enter SDFS delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures (f) and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof(g), respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Offering Agent to perform its obligations hereunder or under the Distribution Sales Agency Agreement, the Bank Company will reimburse such Offering Agent on an equitable basis for the its reasonable loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a BookNote in book-Entry Securityentry form, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityNote also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” (d), for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities to have been represented by such Global Security remaining Notes and will make appropriate entries in its records. The Bank willIn the event that any of the Company, from time to time, furnish the Trustee with or the Offering Agent (each, a sufficient quantity “Relevant Party”) shall learn that the sale of Securitiesa Note in book-entry form shall have failed to settle on the scheduled Closing Date, the Company, the Trustee or the Offering Agent, as the case may be, shall notify the other Relevant Parties of such fact as soon as practicable.

Failure to Settle. If Upon the Trustee fails purchase or sale of any security or precious metals, if Xxxxx is unable to enter an SDFS settle the transaction by reason of my failure to make payment or deliver order securities or precious metals in good form, I authorize Price or Pershing to take steps necessary to complete or cancel the transaction to minimize its loss, and I agree to reimburse Price for any and all costs, losses, or liabilities incurred by Price, including attorney’s fees. I recognize that Price may become liable to Pershing in connection with respect any Account by reason of various occurrences, including, but not limited to, my failure to a Book(1) make payment or deliver securities in good form (including signature guarantees for co-Entry Security pursuant to Settlement Procedure “F,” the Trustee may deliver to the Depositaryowned securities), through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant (2) maintain equity levels required by Pershing in any margin account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal (3) pay margin interest to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bank. The CUSIP number assigned to such Global Security shall, Pershing in accordance with CUSIP Service Bureau proceduresany Margin Agreement between me and Pershing, and (4) make payment to cover an ATM or check card transaction. Should Price become indebted to Pershing in connection with my Account, or should I become indebted to Pershing or to Price directly in the operation of my Account, I agree that I will repay such indebtedness upon demand to the extent permitted by law. I AGREE THAT, IF I FAIL TO PAY THE INDEBTEDNESS AFTER DEMAND, XXXXX OR PERSHING MAY CLOSE MY ACCOUNT AND/ OR LIQUIDATE ANY ASSETS IN MY ACCOUNT, OR OTHERWISE HELD BY PRICE OR ANY OF ITS AFFILIATES, INCLUDING PRICE FUNDS, IN AN AMOUNT SUFFICIENT TO PAY MY INDEBTEDNESS. Price may not use my IRA assets to cover an indebtedness in a non-IRA account or use non-IRA assets to cover an indebtedness in an IRA account. To pay my indebtedness PRICE or PERSHING will first sell the security that incurred the indebtedness (if applicable). PRICE or PERSHING will then, on a best etforts basis, sell securities in an order generally designed to limit fees and/ or commissions. Neither Price nor Xxxxxxxx intends to act in a fiduciary capacity when selling securities to pay my indebtedness pursuant to such transaction. I agree to be canceled responsible for the reasonable costs and not immediately reassigned. If a withdrawal message is processed with respect to one or moreexpenses of the collection of any such indebtedness, including, but not alllimited to, of attorney’s fees. I understand that Xxxxx also reserves the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid right to the participants with respect provide information concerning my Account indebtedness to such Book-Entry Security by the beneficial purchaser thereof (or a personothers, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securitiescredit reporting agencies.

Failure to Settle. If settlement of a Book-Entry Note is ----------------- rescheduled and the Trustee fails to enter DTC Agent for such Note has not entered an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” "G", after receiving notice from the Trustee may Company or the Agent, such DTC Agent shall deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s such DTC Agent's participant account. DTC will process the withdrawal message, provided that the Trustee’s such DTC Agent's participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee will xxxx for the Notes represented by such Global Security “will mark such Global Security "canceled,” ", make appropriate entries in the Trustee’s such Trustee"s records and send such destroy the canceled Global Security in accordance with the Indenture and deliver a certificate of destruction to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee DTC Agent for such Book-Entry Notes will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining other Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a personPerson, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "H" and "G", respectively. Thereafter, the DTC Agent for such Book-Entry Security may enter delivery orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee Note will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the applicable Agent to perform in the performance of its obligations hereunder or and under the Distribution Agreement, then the Bank Company will reimburse such the Agent on an equitable basis for the loss of its the use of the funds during the period when the funds they were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee DTC Agent for such Book-Entry Note or Notes will provide, in accordance with Settlement Procedure “D,” Procedures "E" and "G", for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been represented by such Global Security and will make appropriate entries in its records. Procedure for Rate Changes; -------------------------- Preparation of Pricing Supplements: The Bank will, Company and the Agents will ---------------------------------- discuss from time to time the rates to be borne by Registered Notes that may be sold as a result of the solicitation of offers by any Agent. If any offer to purchase a Registered Note is accepted by the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Note and will arrange to have the Pricing Supplement filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply by facsimile transmission or by overnight express for delivery by 11:00 a.m. on the Business Day next following the date of acceptance one copy thereof (or additional copies if requested) to each Agent which presented the order (each, a "Presenting Agent") at each address listed below and one copy to the Trustee. The relevant Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of the Registered Note. Copies of Pricing Supplements shall be sent to: if Xxxxxxx Xxxxx & Co. is the Presenting Agent: Xxxxxxx Xxxxx & Co. - Tritech Services 00X Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Attn: Prospectus Operations/Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000/5/6 Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx Xxxxx, 00/xx/ Xxxxx Xxx Xxxx, Xxx Xxxx 10080 Attn: MTN Product Management Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if ABN AMRO Incorporated is the Presenting Agent: ABN AMRO Incorporated 000 Xxxx Xxxxxxx, 00/xx/ Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attn: Xxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Banc of America Securities LLC is the Presenting Agent: Banc of America Securities LLC Bank of America Corporate Center 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: MTN Product Management Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Banc One Capital Markets, Inc. is the Presenting Agent: Banc One Capital Markets, Inc. 0 Xxxx Xxx Xxxxx Xxxxx 0X0-0000 00 Xxxxx Xxxxx Xxxxxx Chicago, Illinois 60670-0595 Attn: Investment Grade Securities Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Barclays Capital Inc. is the Presenting Agent: Barclays Capital Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Syndicate Desk Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Deutsche Banc Xxxx. Xxxxx Inc. is the Presenting Agent: Deutsche Banc Xxxx. Xxxxx Inc. 00 Xxxx 00/xx/ Xxxxxx 0/xx/ Floor Debt Capital Markets New York, New York 10019 Attn: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Fleet Securities, Inc. is the Presenting Agent: B-20 Fleet Securities, Inc. 000 Xxxxxxx Xxxxxx Xxxx Xxxx XX XX 00000X Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxx X. XxXxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Xxxxxxx, Xxxxx & Co. is the Presenting Agent: Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx Xxxxxx-Xxxx Note Trading Department New York, New York 10004 Attn: Xxxxx Xxxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if X.X. Xxxxxx Securities, Inc. is the Presenting Agent: X.X. Xxxxxx Securities, Inc. 000 Xxxx Xxxxxx 0/xx/ Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Medium-Term Note Desk Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Xxxxxx Xxxxxxx & Co. Incorporated is the Presenting Agent: Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway 2/nd/ Floor New York, New York 10036 Attn: Medium-Term Note Trading Desk Telephone: (000) 000-0000 Facsimile: (000) 000-0000 if Salomon Brothers Inc is the Presenting Agent: Xxxxxxx Xxxxx Xxxxxx Brooklyn Army Terminal 000 00/xx/ Xxxxxx 8/th/ Floor Brooklyn, New York 11220 Attn: Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Suspension of Solicitation; -------------------------- Amendment or Supplement: Subject to the Company"s representations, ----------------------- warranties and covenants contained in the Agreement, the Company may instruct the Agents to suspend solicitation of purchases at any time, furnish for any period of time or permanently. Upon receipt of notice from the Company, the Agents will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and the Trustee and will furnish each Agent and Trustee with the proposed amendment or supplement in accordance with the terms of the Agreement. The Company will mail to the Commission for filing therewith any supplement to the Prospectus (including any Pricing Supplement), provide each Agent with copies of any supplement (or, in the case of a sufficient quantity Pricing Supplement, provide each relevant Agent with copies of Securitiessuch Pricing Supplement), and confirm to each Agent that such supplement has been mailed for filing with the Commission (or, in the case of a Pricing Supplement, confirm such information with each relevant Agent). In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the relevant Agent and the DTC Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note issued in book-entry form pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx such Global Security “canceledmark xxxh Book-Entry Note "cancelled,” " make appropriate entries in the Trustee’s its records and send such canceled Global Security cancelled Book-Entry Note to the BankCompany. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, can be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of SecuritiesCompany.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures ”D,” “DE” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee BoNY fails to enter an SDFS deliver order with respect to a Book-Entry Security Note, Book-Entry Warrant or a Book-Entry Unit pursuant to Settlement Procedure “F,” H”, BoNY may upon the Trustee may written request of the Company deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note, Warrant or Unit to the TrusteeBoNY’s participant account, provided that the TrusteeBoNY’s participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Note, an aggregate notional amount of the Global Warrant representing such Warrant, or an aggregate face amount of the Global Unit representing such Unit that is at least equal to the principal amount, notional amount or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, all the Trustee Book-Entry Warrants represented by a Global Warrant or all the Book-Entry Units represented by a Global Unit, BoNY will xxxx such Global Security Note, Global Warrant or Global Unit “canceled,” make appropriate entries in the TrusteeBoNY’s records and send such canceled Global Security Note, Global Warrant or Global Unit to the BankCompany. The CUSIP number assigned to such Global Security Note, Global Warrant or Global Unit shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global SecurityNote, with respect to one or more, but not all, of the Trustee Book- Entry Warrants represented by a Global Warrant, or with respect to one or more, but not all, of the Book-Entry Units represented by a Global Unit, BoNY will exchange such Global Security Note, Global Warrant or Global Unit, as the case may be, for two Global SecuritiesNotes, for two Global Warrants or for two Global Units, as the case may be, one of which shall represent such Book-Entry Security Note or Securities Notes, such Book-Entry Warrant or Warrants or such Book-Entry Unit or Units and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes, Book-Entry Warrants or Book-Entry Units previously represented by the surrendered Global Security Note, Global Warrant or Global Unit and shall bear the CUSIP number of the surrendered Global SecurityNote, Global Warrant or Global Unit. If the purchase price for any Book-Entry Security Note, Book-Entry Warrant or Book-Entry Unit is not timely paid to the participants Participants with respect to such Book-Entry Security Note, Warrant or Unit by the beneficial purchaser thereof (or a any person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “H” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“I”, respectively. Thereafter, the Trustee BoNY will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary Book-Entry Warrant or Book- Entry Unit, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes, Book-Entry Warrants or Book-Entry Units to have been represented by a Global SecurityNote, a Global Warrant or a Global Unit, as the Trustee case may be, BoNY will provide, in accordance with Settlement Procedure Procedures “D,F” and “H”, for the authentication and issuance of a Global Security Note representing the other Book-Entry Securities Notes to have been be represented by such Global Security Note, for the issuance of a Global Warrant representing the Book-Entry Warrants to be represented by such Global Warrant and for the issuance of a Global Unit representing the Book-Entry Units to be represented by such Global Unit and, in each case, will make appropriate entries in its records. The Bank willXXXXXXX X XXXXXXXX XXXXX & XX. XXXXXX MEDIUM-TERM NOTES, SERIES E NOTES TERMS AGREEMENT __________________ , 200_ JPMorgan Chase & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Re: Master Agency Agreement dated December 1, 2005 (as may be amended or supplemented from time to time) (the “Master Agency Agreement”) The undersigned agrees to purchase your Global Medium-Term Notes, furnish Series E, [specified designation], each having the Trustee with terms set forth below: Notwithstanding item 1 below, the Offering will be made pursuant to a sufficient quantity prospectus dated November 21, 2008, as amended by a prospectus supplement dated November 21, 2008, a product supplement no. [ ] dated [ ] and a final term sheet or pricing supplement which we expect to be dated on or about [ ]. The Notes are expected to have the terms described below, but the final terms of Securities.the Notes will be those set forth in the applicable final term sheet, pricing supplement, index supplement or underlying supplement. All Notes Fixed Rate Notes Floating Rate Notes Principal Amount: Interest Rate: Base Rate: Purchase Price: Applicability of Modified Index Maturity: Payment upon Acceleration: Price to Public: If yes, state issue price: Index Currency: Settlement Date and Time: Amortization Schedule: Spread (Plus or Minus): Place of Delivery: Applicability of Annual Spread Multiplier: Interest Payments: Specified Currency: Denominated Currency (if Alternate Rate Event any): Spread: All Notes Fixed Rate Notes Floating Rate Notes Original Issue Date: Indexed Currency or Initial Interest Rate: Currencies (if any): Interest Accrual Date: Payment Currency (if any): Initial Interest Reset Date: Interest Payment Dates: Exchange Rate Agent (if Interest Reset Dates: any):

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser purchaser(s) thereof (or a personperson or persons, including an indirect participant in the Depositary, acting on behalf of such purchaserpurchaser(s)), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account participants’ accounts and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company, the Guarantor and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company and the Guarantor of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company and the Guarantor, jointly and severally, will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such mark xxxh Global Security “"canceled,” ", make appropriate entries in the Trustee’s 's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “"D,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.such

Failure to Settle. If BNY or the Trustee Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F” or “G,” BNY may upon the Trustee may approval of the Company deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the TrusteeBNY’s participant account, provided that the TrusteeBNY’s participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities Notes represented by a Global Security, the Trustee BNY will xxxx such Global Security “canceled,” cancelled”, make appropriate entries in the TrusteeBNY’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassignedreassigned until the Book-Entry Notes represented by such Global Security have matured or been redeemed. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee BNY will exchange such Global Security for two another Global SecuritiesSecurity, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security with respect to which a withdrawal message have not been processed and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Agent for such Book-Entry Security Note may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures “G” and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof“F”, respectively. Thereafter, the Trustee BNY will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the applicable Agent to perform in the performance of its obligations hereunder or under the Distribution Agreement, then the Bank Company will reimburse such Agent or BNY as applicable on an equitable basis for the loss of its the use of funds during the period when the funds they were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Indenture Trustee will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” ”, make appropriate entries in the Trustee’s records and send such canceled Global Security to the Bank. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase subscription price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser subscriber thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchasersubscriber), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank of such order, order and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note issued in book-entry form pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx mark such Global Security “canceled,” Book-Entry Note "cancelled", make appropriate entries in the Trustee’s its records and send such canceled Global Security cancelled Book- Entry Note to the BankCompany. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Security also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Issuing and Paying Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee Issuing and Paying Agent may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the TrusteeIssuing and Paying Agent’s participant account, provided that the TrusteeIssuing and Paying Agent’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Issuing and Paying Agent will xxxx mxxx such Global Security “canceled,” ”, make appropriate entries in the TrusteeIssuing and Paying Agent’s records and send such canceled Global Security to the Bank. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Issuing and Paying Agent will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the TrusteeIssuing and Paying Agent’s participant account and shall notify the Bank and the Trustee Issuing and Paying Agent thereof. Thereafter, the Trustee Issuing and Paying Agent will (i) promptly immediately notify the Bank of such order, order and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee Issuing and Paying Agent in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee Issuing and Paying Agent will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee Issuing and Paying Agent with a sufficient quantity of Securities. In the event the Bank is not considered a “fast settlement bank” with the Depositary, the Issuing and Paying Agent, the Bank and the Agent will mutually agree to an alternative resolution of any failure to settle in the event the above procedure(s) is not available.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such mark xxxh Global Security “"canceled,” ", make appropriate entries in the Trustee’s 's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “"D,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “"F,” " the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security representing such Book-Entry Security Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Book Entry Securities Notes represented by a Global Security, the Trustee will xxxx mark such Global Security “canceled"cancelled,” " make appropriate entries in the Trustee’s 's records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities Notes represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security Note or Securities Notes and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the relevant Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures "F" and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereof"G," respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions action in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “Procedures "D" and "F,” " for the authentication and issuance of a Global Security representing the other Book-Entry Securities Notes to have been be represented by such Global Security and will make appropriate entries in its records. Posting Rates by Company: The Bank will, Company and the Agents will from time to timetime post the rates of interest per annum to be borne by and the maturity of Securities that may be sold as a result of the solicitation of offers by an Agent. The Company may establish a fixed set of interest rates and maturities for an offering period ("posting"). If the Company decides to change already posted rates, furnish it will promptly advise the Trustee Agents to suspend solicitation of offers until the new posted rates have been established with a sufficient quantity of Securitiesthe Agent.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “FG,” the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mark such Global Security “canceledcancelled,” make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security Security, may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “IJ,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security Note issued in book-entry form pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx mark such Global Security “canceledBook-Entry Note "cancellxx,” " make appropriate entries in the Trustee’s its records and send such canceled Global Security cancelled Book-Entry Note to the BankCompany. The CUSIP number assigned to such Global Security Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled cancelled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Security also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If Deutsche Bank Trust Company Americas or the Trustee Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,H” the Trustee or “I”, Deutsche Bank Trust Company Americas may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable practicable, a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s Deutsche Bank Trust Company Americas’ participant account, provided that the Trustee’s Deutsche Bank Trust Company Americas’ participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Deutsche Bank Trust Company Americas will xxxx mark such Global Security “canceled,” ”, make appropriate entries in the Trustee’s Deutsche Bank Trust Company Americas’ records and send such canceled Global Security to the BankFPL. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Deutsche Bank Trust Company Americas will exchange such Global Security for two another Global SecuritiesSecurity, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security with respect to which a withdrawal message has not been processed and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants Participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the DepositaryDTC’s Participant Terminal System debiting reversing the orders entered pursuant to Settlement Procedures “I” and “H”, respectively. The Agent will notify ______________ of FPL by telephone, confirmed in writing, of such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereoffailure. Thereafter, the Trustee Deutsche Bank Trust Company Americas will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Mortgage Trustee will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” ", the Trustee may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx mark such Global Security “"canceled,” ", make appropriate entries in the Trustee’s 's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of SecuritiesCompany.

Failure to Settle. If the Trustee Chase fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"F,” the Trustee " Chase may deliver to the Depositary, through the Depositary’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Trustee’s Chase participant account, provided that the Trustee’s Chase's participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Chase will xxxx such Global Security “"canceled,” " make appropriate entries in the Trustee’s Chase's records and send such canceled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Chase will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s Chase's participant account and shall notify the Bank Company and the Trustee Chase thereof. Thereafter, the Trustee Chase will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee Chase in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee Chase will provide, in accordance with Settlement Procedure “"D,” " for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee Chase with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Security Registrar fails to enter an SDFS deliver delivery order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G, the Trustee Security Registrar may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Security Registrar maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security Note representing such Book-Entry Security Global Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Book-Entry Securities Notes represented by a Global SecurityNote, the Trustee Security Registrar will xxxx mark such Global Security Note “canceled,” ”, make appropriate entries in the Trustee’s its records and send deliver such canceled Global Security Note to the BankCompany. The CUSIP number assigned to such Global Security Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Book-Entry Securities Global Notes represented by a Global SecurityNote, the Trustee Security Registrar will exchange such Global Security Note for two Global SecuritiesNotes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled immediately after issuance issuance, and the other of which shall represent the remaining other Book-Entry Securities Notes previously represented by the surrendered Global Security Note and shall bear the CUSIP number of the surrendered Global SecurityNote. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a personPerson, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent for such Book-Entry Security may enter SDFS delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account H, respectively, and shall notify the Bank Company and the Trustee thereofSecurity Registrar. Thereafter, the Trustee Security Registrar will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the a Global Note representing other Book-Entry Securities to have been represented by a Global SecurityNotes, the Security Registrar, the Authenticating Agent and the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security Note representing the other such remaining Book-Entry Securities to have been represented by such Global Security Notes and will make appropriate entries in its their records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” G”, the Trustee may deliver to the DepositaryDTC, through the DepositaryDTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will xxxx such Global Security “canceled,” cancelled”, make appropriate entries in the Trustee’s records and send such canceled cancelled Global Security to the BankCompany. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau proceduresof Standard & Poor’s Corporation, be canceled cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery orders through the DepositaryDTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank Company and the Trustee thereof. Thereafter, the Trustee will (i) promptly immediately notify the Bank Company of such order, order and the Bank Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank Company maintained at the Trustee in accordance with Settlement Procedure “I,” J, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure Procedures “D,”, “E” and G, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Bank Company will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee fails to enter an a SDFS deliver order with respect to a Book-Entry Security Note pursuant to Settlement Procedure “F,” G, the Trustee may deliver to the DepositaryDTC, through the Depositary’s DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary DTC to debit such Book-Entry Security Note to the Trustee’s participant accountaccount of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that the Trustee’s such participant account contains a principal amount of the Global Security representing such Book-Entry Security Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is messages are processed with respect to all the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will xxxx such Global Security “canceled,” make appropriate entries in the Trustee’s records cancel and send such canceled Global Security destroy each Book-Entry Note and deliver to the BankCompany a certificate of destruction with respect to each canceled Note. The CUSIP number assigned to such Global Security shall, Book-Entry Note shall in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is messages are processed with respect to one or more, but not all, a portion of the Notes represented by a Book-Entry Securities represented by a Global SecurityNote, the Trustee will exchange such Global Security Book-Entry Note for two Global SecuritiesBook-Entry Notes, one of which shall represent such the Book-Entry Security or Securities Notes for which withdrawal messages are processed and shall be canceled immediately after issuance issuance, and the other of which shall represent the remaining Book-Entry Securities other Notes previously represented by the surrendered Global Security Book-Entry Note and shall bear the CUSIP number of the surrendered Global SecurityBook-Entry Note. If the purchase price for any Book-Entry Security Note is not timely paid to the participants Participants with respect to such Book-Entry Security Note by the beneficial purchaser thereof (or a person, including an indirect participant in the DepositaryDTC, acting on behalf of such purchaser), such participants Participants and, in turn, the related Agent for such Book-Entry Security may enter delivery SDFS deliver orders through the Depositary’s DTC's Participant Terminal System debiting such Book-Entry Security reversing the orders entered pursuant to such participant’s account Settlement Procedures G and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Bank and the Trustee thereofH, respectively. Thereafter, the Trustee will (i) promptly notify the Bank of such order, and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Bank maintained at the Trustee in accordance with Settlement Procedure “I,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank Company will reimburse such Agent on an equitable basis for the its loss of its the use of funds during the period when the funds were credited to the account of the BankCompany. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry SecurityNote, the Depositary DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities a Note that was to have been represented by a Global SecurityBook-Entry Note also representing other Notes, the Trustee will provide, in accordance with Settlement Procedure “D,” Procedures D and E, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by Note representing such Global Security remaining Notes and will make appropriate entries in its records. The Bank will, from time to time, furnish the Trustee with a sufficient quantity of Securities.

Failure to Settle. If the Trustee Fiscal and Paying Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F,” ”, the Trustee Fiscal and Paying Agent may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the TrusteeFiscal and Paying Agent’s participant account, provided that the TrusteeFiscal and Paying Agent’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee Fiscal and Paying Agent will xxxx mxxx such Global Security “canceled,” ”, make appropriate entries in the TrusteeFiscal and Paying Agent’s records and send such canceled Global Security to the Bank. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee Fiscal and Paying Agent will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter delivery deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the TrusteeFiscal Agent’s participant account and shall notify the Issuing Bank and the Trustee Fiscal and Paying Agent thereof. Thereafter, the Trustee Fiscal and Paying Agent will (i) promptly immediately notify the Issuing Bank of such order, order and the Issuing Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Issuing Bank maintained at the Trustee Fiscal and Paying Agent in accordance with Settlement Procedure “I,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Issuing Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Issuing Bank. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Trustee Fiscal and Paying Agent will provide, in accordance with Settlement Procedure “D,” ”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Issuing Bank will, from time to time, furnish the Trustee Fiscal and Paying Agent with a sufficient quantity of Securities.