Common use of Manner of Payment Clause in Contracts

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (New York City time) on the Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (New York City time) on the Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) ), the Guarantor, the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have If such Notes are held through DTC, all such payments of principal and interest will be made in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be madedollars. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities and other book-entry notes on any Interest Payment Date or at Maturity or upon redemption or repayment Redemption shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date, or as soon as possible thereafter. The Company will make such payment on such Global Securities and other book-entry notes by instructing the Trustee to withdraw funds from an account maintained by the Company with at the DTC AgentTrustee or by wire transfer to the Trustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 10 A.M. (New York City time) on the Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security and other book-entry notes on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at MaturityMaturity or upon Redemption), interest payments shall be made to DTC, in same day fundsfunds available for immediate use by DTC, in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities or Master Notes are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) ), the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.EXHIBIT A-9

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (New York City time) on the Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) ), the Guarantor, the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Stated Maturity or upon redemption or repayment shall be paid by the Company to the Trustee Paying Agent in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee Paying Agent to withdraw funds from an account maintained by the Company with the DTC AgentCompany. The Company will confirm any such instructions in writing to the TrusteePaying Agent. Prior For Stated Maturity, redemption and other principal payments, the Paying Agent will pay, prior to 10:00 A.M. (New York City time) on the Maturity Date such date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each Thereafter on such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities Security are recorded in the book-entry system maintained by DTC. Payments of interest shall be made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of the Company (as issuer or as paying agent) Company, the Trustee Paying Agent or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the applicable Trustee on or prior to the fifth business day Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 $1,000 face amount. In the event that the applicable Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal principal, premium, if any, and interest or redemption price due on Global Securities Book-Entry Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company Issuer to the Trustee in immediately funds available funds no later than for use by the Trustee as of 9:30 A.M. (a.m., New York City time) , on such date. The Company Issuer will make such payment on such Global Securities Book-Entry Notes by instructing wire transfer to the Trustee to withdraw funds from an account maintained by the Company with the DTC AgentTrustee. The Company Issuer will confirm any such instructions regarding payment in writing to the Trustee. Prior to 10:00 A.M. (a.m., New York City time) , on the Maturity Date each maturity date or as soon as possible thereafter, following receipt of such funds from the Issuer, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with principal, premium, if any, and interest thereon) due on a Global Security Book-Entry Notes on such Maturity Date or Redemption Dateany maturity date. On each Interest Payment Date (other than at Maturity)Date, interest payments payment shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) the Trustee or the NEITHER THE ISSUER NOR THE TRUSTEE SHALL HAVE ANY DIRECT RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the BookTO SUCH PARTICIPANTS OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BOOK-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyENTRY NOTES.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (New York City time) on the Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have If such Notes are held through DTC, all such payments of principal and interest will be made in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be madedollars. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company NIB to the Trustee Fiscal Agent in immediately available funds no later than 9:30 10:00 A.M. (New York City time) (or no later than 10:00 A.M. in the Relevant Financial Center set forth on such Note with regard to payments to be made in a currency other than U.S. dollars) on such date. The Company NIB will make such payment on such Global Securities Notes by instructing the Trustee Fiscal Agent to withdraw funds from an account maintained by NIB at the Company with Fiscal Agent or by wire transfer to the DTC Fiscal Agent. The Company NIB will confirm any such instructions in writing to the TrusteeFiscal Agent. Prior to 10:00 11 A.M. (New York City time) on the date of Maturity Date or as soon as possible thereafter, the Trustee Fiscal Agent will pay (assuming the Fiscal Agent has received funds from NIB) by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, (or, with respect to payments to be made in a currency other than U.S dollars, to an account in the Relevant Financial Center set forth on such Note in accordance with instructions received by the Fiscal Agent from DTC) each payment of principal (together with interest thereon) due on a Global Security Note on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day fundsfunds available for immediate use by DTC, in accordance with existing arrangements between the relevant DTC Fiscal Agent and DTC (or, with respect to payments to be made in a currency other than U.S. dollars, to an account in the Relevant Financial Center set forth on such Note in accordance with instructions received by the Fiscal Agent from DTC). On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts to be paid in U.S. dollars in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities Notes are recorded in the book-entry system maintained by DTC. None of the Company Neither NIB (as issuer or as paying agent) nor the Trustee or the DTC Fiscal Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities and other book-entry medium-term notes on any Interest Payment Date or at Maturity or upon redemption or repayment Redemption shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date, or as soon as possible thereafter. The Company will make such payment on such Global Securities and other book-entry medium-term notes by instructing the Trustee to withdraw funds from an account maintained by the Company with at the DTC AgentTrustee or by wire transfer to the Trustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 10 A.M. (New York City time) on the Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer to, or to the order of, the Common Depositary or to DTC, as the case may be (in the case of payments to DTC, using Fedwire message entry instructions in a form previously specified by DTC) DTC to an account at the Federal Reserve Bank of New York previously specified by DTC), in funds available for immediate use by DTCDTC or the Common Depositary, as the case may be, each payment of principal (together with interest thereon) due on a Global Security and other book-entry medium-term notes on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at MaturityMaturity or upon Redemption), interest payments shall be made to, or to the order of, the Common Depositary or to DTC, as the case may be, in same day fundsfunds available for immediate use by DTC or the Common Depositary, as the case may be, in accordance with existing arrangements between the relevant DTC Agent Trustee, the Common Depositary and DTC. On each such date, (i) DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the DTC Book-Entry Notes represented by such Global Securities or Master Notes are recorded in the book-entry system maintained by DTCDTC or (ii) the Common Depositary will credit, or procure the credit to, the accounts of Clearstream and Euroclear, in accordance with their respective operating procedures then in effect, the proportionate amounts in funds available for immediate use attributable to the respective holdings of their Participants of the Book-Entry Notes represented by such Global Securities. None of the Company (as issuer or as paying agent) ), the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by the Common Depositary (or Trustee acting on its behalf) or DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities and other book-entry medium-term notes on any Interest Payment Date or at Maturity or upon redemption or repayment Redemption shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date, or as soon as possible thereafter. The Company will make such payment on such Global Securities and other book-entry medium-term notes by instructing the Trustee to withdraw funds from an account maintained by the Company with at the DTC AgentTrustee or by wire transfer to the Trustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 10 A.M. (New York City time) on the Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security and other book-entry medium-term notes on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at MaturityMaturity or upon Redemption), interest payments shall be made to DTC, in same day fundsfunds available for immediate use by DTC, in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities or Master Notes are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) ), the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal principal, premium, if any, and interest or redemption price due on Global Securities any Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee Notes to withdraw funds from an account maintained specified by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (a.m., New York City time) , on the date of Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions make payment to DTC in a form previously specified by DTC) to an account at accordance with existing arrangements between DTC and the Federal Reserve Bank of New York previously specified by DTCTrustee, in funds available for immediate use by DTC, each payment of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Note on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), on the Maturity Date) the Trustee will pay DTC such interest payments shall be made to DTC, in same same-day funds, funds in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in whose names the Book-Entry Notes represented by amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Securities Note as are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer or as paying agent) nor the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of, or premium, if any, or interest on, the Notes to such Participants. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by DTC, the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note. Procedure for Rate Setting and Posting: The Company and the Purchasing Agent will discuss, from time to time, the Maturities, the Issue Price and the interest on rates to be borne by Notes that may be sold as a result of the Book-Entry Notessolicitation of orders by the Purchasing Agent. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments decides to set interest rates borne by any Notes in respect of principal and any interest in the currency in which the Notes are denominated Purchasing Agent is to solicit orders (the setting of such interest rates to be referred to herein as “foreign currencyPosting”) or in U.S. dollars. DTC has elected if the Company decides to have all such payments change interest rates previously posted by it, it will promptly advise the Purchasing Agent of principal the prices and interest in U.S. dollars unless notified by any rates to be posted. The Purchasing Agent will assign a separate CUSIP number for each series of its Participants through which an interest in the Notes is held that it electsto be posted, in accordance with and to the extent permitted by the applicable Supplement will so advise and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, Company and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be madeof said assignment by telephone and/or by fax or other form of electronic transmission. The Trustee shall notify DTC Purchasing Agent will include the assigned CUSIP number on or prior all Posting notices communicated to the second Business Day prior to payment date of the conversion rate to be used Purchasing Agent and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlySelected Dealers.

Manner of Payment. The total amount of any principal ----------------- and interest or redemption price due on Global Securities on any Interest Payment Date or at Stated Maturity or upon redemption or repayment shall be paid by the Company to the Trustee Paying Agent in immediately available funds no later than 9:30 A.M. a.m. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee Paying Agent to withdraw funds from an account maintained by the Company with the DTC AgentCompany. The Company will confirm any such instructions in writing to the TrusteePaying Agent. Prior For Stated Maturity, redemption and other principal payments, the Paying Agent will pay, prior to 10:00 A.M. a.m. (New York City time) on the Maturity Date such date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each Thereafter on such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities Security are recorded in the book-entry system maintained by DTC. Payments of interest shall be made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of the Company (as issuer or as paying agent) Company, the Trustee Paying Agent or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “"foreign currency”") or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the applicable Trustee on or prior to the fifth business day Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 $1,000 face amount. In the event that the applicable Trustee’s 's quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC’s 's Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Debt Securities on any Interest Payment Date or at Maturity maturity or upon redemption or repayment shall be paid by the Company to the Trustee The Bank of New York Mellon in immediately funds available funds no later than for immediate use by The Bank of New York Mellon as of 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee The Bank of New York Mellon to withdraw funds from an account maintained by the Company with the DTC Agentat The Bank of New York Mellon. The Company will confirm any such instructions in writing to the TrusteeThe Bank of New York Mellon. Prior to 10:00 10 A.M. (New York City time) on the each Maturity Date or redemption date or as soon as possible thereafter, the Trustee The Bank of New York Mellon will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of interest or principal (together with interest thereon) due on a Global Security Debt Securities on such any Maturity Date or Redemption Dateredemption date. On each Interest Payment Date (other than at Maturity)Date, interest payments (and, in the case of amortizing Debt Securities, interest and principal payments) shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Agent The Bank of New York Mellon and DTC. On Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes Debt Securities represented by such Global Debt Securities are recorded in the book-entry system maintained by DTC. None NEITHER THE COMPANY NOR THE BANK OF NEW YORK MELLON SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC TO SUCH PARTICIPANTS OF THE PRINCIPAL OF AND INTEREST ON THE BOOK-ENTRY DEBT SECURITIES. Withholding Taxes. The amount of the Company (as issuer or as paying agent) the Trustee or the DTC Agent shall have any direct responsibility or liability for the taxes required under applicable law to be withheld from any interest payment by DTC to such Participants of the principal of and interest on the a Book-Entry NotesDebt Security will be determined and withheld by the Participant, indirect participant in DTC, or other person responsible for forwarding payments directly to the beneficial owner of such Debt Security. Preparation of Pricing Supplement: If an issue any order to purchase one or more Book-Entry Debt Securities is accepted by or on behalf of Notes is denominated in a currency other than the U.S. dollarCompany, the Company will make payments prepare an applicable Pricing Supplement to the Prospectus, reflecting the terms of principal and any interest in such Debt Security. The Company will arrange to file such Pricing Supplement with the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, Commission in accordance with the provisions of paragraph (b) or (c) of Rule 424 promulgated under the Securities Act and will deliver the number of copies of such Pricing Supplement to each Bank as such Bank shall have reasonably requested by the close of business on the preceding New York Business Day. The Banks will cause such Pricing Supplement to be delivered to each purchaser of such Book-Entry Debt Securities in accordance with the applicable provisions of the Securities Act. In each instance that a Pricing Supplement is prepared, the Banks will affix the Pricing Supplement to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal Prospectus (as amended or interest in the foreign currency. On or supplemented) prior to the third Business Day after the record date for payment use of interest and twelve days prior to the date for payment of principal, either such Participant shall notify DTC of (i) its election to receive all, Pricing Supplement or the specified portion, of such payment in the foreign currency and Prospectus (ii) its instructions for wire transfer of such payment to a foreign currency accountas amended or supplemented). DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructionsOutdated Pricing Supplements, and the Trustee copies of the Prospectus to which they are attached (other than those retained files), will be destroyed. Settlement: The receipt by the Company of immediately available funds in payment for a Book-Entry Debt Security and the authentication and issuance of the Global Debt Security representing such Debt Security shall use constitute “settlement” with respect to such instructions to pay Debt Security. All orders accepted by the Participants directly. If DTC does not so notify Company will be settled on the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior fifth New York Business Day next succeeding the date of acceptance pursuant to the second Business Day prior to payment date of timetable for settlement set forth below, unless the conversion rate to be used Company and the resulting U.S. dollar amount purchaser agree to settlement on another day (which day shall be paid per U.S.$1,000 face amountno earlier than the next succeeding New York Business Day). In Settlement Procedures with regard to each Book-Entry Debt Security sold by the event that the Trustee’s quotation Company to convert the foreign currency into U.S. dollars is not available, the Trustee or through any Bank shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.as follows:

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities and other book-entry medium-term notes on any Interest Payment Date or at Maturity or upon redemption or repayment Redemption shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date, or as soon as possible thereafter. The Company will make such payment on such Global Securities and other book-entry medium-term notes by instructing the Trustee to withdraw funds from an account maintained by the Company with at the DTC AgentTrustee or by wire transfer to the Trustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 10 A.M. (New York City time) on the Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer to, or to the order of, the Common Depositary or to DTC, as the case may be (in the case of payments to DTC, using Fedwire message entry instructions in a form previously specified by DTC) DTC to an account at the Federal Reserve Bank of New York previously specified by DTC), in funds available for immediate use by DTCDTC or the Common Depositary, as the case may be, each payment of principal (together with interest thereon) due on a Global Security and other book-entry medium-term notes on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at MaturityMaturity or upon Redemption), interest payments shall be made to, or to the order of, the Common Depositary or to DTC, as the case may be, in same day fundsfunds available for immediate use by DTC or the Common Depositary, as the case may be, in accordance with existing arrangements between the relevant DTC Agent Trustee, the Common Depositary and DTC. On each such date, (i) DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the DTC Book-Entry Notes represented by such Global Securities or Master Notes are recorded in the book-entry system maintained by DTCDTC or (ii) the Common Depositary will credit, or procure the credit to, the accounts of Clearstream and Euroclear, in accordance with their respective operating procedures then in effect, the proportionate amounts in funds available for immediate use attributable to the respective holdings of their Participants of the Book-Entry Notes represented by such Global Securities. None of Neither the Company (as issuer or as paying agent) or the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by the Common Depositary (or Trustee acting on its behalf) or DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any ----------------- principal and interest or redemption price due on Global Securities on any Interest Payment Date or at on the Maturity Date or upon redemption or repayment the Redemption Date shall be paid by the Company to the Trustee Paying Agent in immediately available funds no later than 9:30 A.M. (New York City time) for use by the Paying Agent on such date. The Company will make such payment on such Global Securities by instructing wire transfer to the Trustee to withdraw funds from an account maintained Paying Agent or by the Paying Agent's debiting the account of the Company maintained with the DTC Paying Agent. The Company will confirm any such instructions in writing to the TrusteePaying Agent. Prior to 10:00 A.M. (New York City time) on the each Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by agreed to with DTC) to an account at the Federal Reserve Bank of New York previously specified by agreed to with DTC, in funds available for immediate use by DTCsame day funds, each payment of principal (together with interest thereon) due on a Global Security Securities on such any Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity)Date, interest payments shall be made to DTC, DTC or its nominee in same day funds, funds in accordance with existing arrangements between the relevant DTC Paying Agent and DTC. On Thereafter, on each such date, it is expected that DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer or as paying agent) Company, the Trustee or nor the DTC Paying Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Debt Securities on any Interest Payment Date or at Maturity maturity or upon redemption or repayment shall be paid by the Company to the Trustee The Bank of New York Mellon in immediately funds available funds no later than for immediate use by The Bank of New York Mellon as of 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee The Bank of New York Mellon to withdraw funds from an account maintained by the Company with the DTC Agentat The Bank of New York Mellon. The Company will confirm any such instructions in writing to the TrusteeThe Bank of New York Mellon. Prior to 10:00 10 A.M. (New York City time) on the each Maturity Date or redemption date or as soon as possible thereafter, the Trustee The Bank of New York Mellon will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of interest or principal (together with interest thereon) due on a Global Security Debt Securities on such any Maturity Date or Redemption Dateredemption date. On each Interest Payment Date (other than at Maturity)Date, interest payments (and, in the case of amortizing Debt Securities, interest and principal payments) shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Agent The Bank of New York Mellon and DTC. On Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes Debt Securities represented by such Global Debt Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) the Trustee or the NEITHER THE COMPANY NOR THE BANK OF NEW YORK MELLON SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the BookTO SUCH PARTICIPANTS OF THE PRINCIPAL OF AND INTEREST ON THE BOOK-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyENTRY DEBT SECURITIES.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity or upon redemption or repayment Redemption shall be paid by the Company to the Trustee Chemical in immediately available funds no later than 9:30 A.M. (New York City time) on such date, or as soon as possible thereafter. The Company will make such payment on such Global Securities by instructing the Trustee Chemical to withdraw funds from an account maintained by the Company with the DTC Agentat Chemical or by wire transfer to Chemical. The Company will confirm any such instructions in writing to the TrusteeChemical. Prior to 10:00 10 A.M. (New York City time) on the Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee Chemical will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at MaturityMaturity or upon Redemption), interest payments shall be made to DTC, in same day fundsfunds available for immediate use by DTC, in accordance with existing arrangements between the relevant DTC Agent Chemical and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by 47 14 DTC. None of the Company (as issuer or as paying agent) ), the Trustee or the DTC Agent Chemical shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Stated Maturity or upon redemption or repayment shall be paid by the Company to the Trustee Paying Agent in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee Paying Agent to withdraw funds from an account maintained by the Company with the DTC AgentCompany. The Company will confirm any such instructions in writing to the TrusteePaying Agent. Prior For Stated Maturity, redemption and other principal payments, the Paying Agent will pay, prior to 10:00 A.M. (New York City time) on the Maturity Date such date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each Thereafter on such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities Security are recorded in the book-entry system maintained by DTC. Payments of interest shall be made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of the Company (as issuer or as paying agent) Company, the Trustee Paying Agent or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 $1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal ----------------- and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately funds available funds no later than for immediate use by the Trustee as of 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing wire transfer to the Trustee to withdraw funds from an account maintained by the Company with the DTC AgentTrustee. The Company will confirm any in writing such instructions in writing regarding payment to the Trustee. Prior to 10:00 A.M. (New York City time) on the Maturity Date each maturity date or redemption or repayment date, or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, DTC each payment of principal (together with interest thereon) due on a Global Security Securities on such Maturity Date any maturity date or Redemption Dateredemption or repayment date. On each Interest Payment Date (other than at Maturity)Date, interest payments (and, in the case of Amortizing Notes, interest and principal payments) shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) the Trustee or the NEITHER THE COMPANY NOR THE TRUSTEE SHALL HAVE ANY DIRECT RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the BookTO SUCH PARTICIPANTS OF THE PRINCIPAL OF AND INTEREST ON THE BOOK-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyENTRY NOTES.

Manner of Payment. The total amount of any principal principal, premium and interest or redemption price due on Global Securities Notes on any Interest Payment Date or at Maturity or upon redemption or repayment maturity shall be paid by the Company to the Trustee in funds immediately available funds no later than 9:30 A.M. (for use by the Trustee as of noon, New York City time) , on such date. The Company will make such payment on such Global Securities Notes by wire transfer to the Trustee or by instructing the Trustee to withdraw funds from an account maintained by the Company with at the DTC AgentTrustee. The Company will confirm any such instructions in writing to the Trustee. Prior For maturity, redemption and other principal payments, prior to 10:00 A.M. (1:00 p.m., New York City time) , on the Maturity Date each such date or as soon as possible thereafterthereafter following receipt of such funds from the Company, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Notes on such Maturity Date or Redemption Date. On each date; and for interest payments, the Trustee will pay DTC in same day funds on the Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in whose names the Book-Entry Notes represented by amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Securities Note as are recorded in the book-entry system maintained by DTC. None of Once payment has been made to DTC, neither the Company (as issuer or as paying agent) nor the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and of, or premium, if any, or interest on on, the Book-Entry NotesNotes to such Participants. If an issue Withholding Taxes: The amount of Notes is denominated any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in a currency DTC or other than Person responsible for forwarding payments and materials directly to the U.S. dollarbeneficial owner of such Book-Entry Note, or as applicable law may otherwise require. Settlement Procedures Settlement Procedures with regard to each Book-Entry Note sold by each Agent will be as follows: A. Upon receiving the Sale Information, the Company will, as soon as practicable, advise the Trustee by facsimile transmission of the Sale Information and the name of such Agent. B. The Trustee will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and assign a CUSIP number to the extent permitted by the applicable Supplement Global Note representing such Book-Entry Note and will communicate to DTC and the NoteAgent through DTC's Participant Terminal System, to receive a pending deposit message specifying such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be madefollowing Settlement information as applicable: 1. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date following information: (a) Principal amount of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlypurchase.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company Issuer to the Trustee Issuing and Paying Agent in immediately available funds no later than on such date available for use as of 9:30 A.M. (a.m. New York City time) on such date. The Company Issuer will make such payment on such Global Securities Notes by instructing wire transfer to the Trustee to withdraw funds from an account maintained by the Company with the DTC Issuing and Paying Agent. The Company Issuer will confirm any such instructions regarding payment in writing to the TrusteeIssuing and Paying Agent. Prior to 10:00 A.M. (a.m., New York City time) , on the each date of Maturity Date of a Book-Entry Note or as soon as possible thereafter, the Trustee Issuing and Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, DTC in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due at Maturity on a Global Security on such Maturity Date or Redemption DateBook- Entry Notes. On each Interest Payment Date (other than at Maturity)Date, interest payments payment shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Issuing and Paying Agent and DTC. On Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities Notes are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) the Trustee or the NEITHER THE ISSUER NOR THE ISSUING AND PAYING AGENT SHALL HAVE ANY DIRECT RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the BookTO SUCH PARTICIPANTS OF THE PRINCIPAL OF AND ANY PREMIUM AND INTEREST ON THE BOOK-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyENTRY NOTES.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Debt Securities on any Interest Payment Date or at Maturity maturity or upon redemption or repayment shall be paid by the Company to the Trustee JPMorgan in immediately funds available funds no later than for immediate use by JPMorgan as of 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee JPMorgan to withdraw funds from an account maintained by the Company with the DTC Agentat JPMorgan. The Company will confirm any such instructions in writing to the TrusteeJPMorgan. Prior to 10:00 10 A.M. (New York City time) on the each Maturity Date or redemption date or as soon as possible thereafter, the Trustee JPMorgan will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of interest or principal (together with interest thereon) due on a Global Security Debt Securities on such any Maturity Date or Redemption Dateredemption date. On each Interest Payment Date (other than at Maturity)Date, interest payments (and, in the case of amortizing Debt Securities, interest and principal payments) shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Agent JPMorgan and DTC. On Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Book- Entry Notes Debt Securities represented by such Global Debt Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent) the Trustee or the NEITHER THE COMPANY NOR JPMORGAN SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the BookTO SUCH PARTICIPANTS OF THE PRINCIPAL OF AND INTEREST ON THE BOOK-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyENTRY DEBT SECURITIES.

Manner of Payment. The total amount of any principal principal, premium and interest or redemption price due on Global Securities Book-Entry Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee Paying Agent in immediately funds available funds no later than for use by the Paying Agent as of 9:30 A.M. (a.m. New York City time) time on such date. The Company will make such payment on such Global Securities by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (a.m. New York City time) time on the Maturity Date such date, or as soon as possible thereafterthereafter following receipt of funds from the Company, the Trustee Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC (or by any other method of payment satisfactory to both the Paying Agent and DTC), each payment of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Book-Entry Note on such Maturity Date or Redemption Datedate and payable in U.S. dollars. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each Thereafter on such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry such Notes represented by such Global Securities to be paid in U.S. dollars are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer or as paying agent) Company, the Trustee or nor the DTC Paying Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and of, or any premium or interest on on, the Book-Entry NotesNotes to such Participants. If Unless otherwise specified in the applicable Prospectus Supplement, if an issue of Notes is denominated in a currency other than the U.S. United States dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or ). Unless the Holder of a Note elects to receive payments in U.S. the foreign currency, the Exchange Rate Agent will convert the foreign currency amount into United States dollars. DTC has elected to have receive all such payments of principal and interest in U.S. United States dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve or at least 12 calendar days prior to the date for payment of principal, as the case may be, such Participant shall must notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency currency, and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee Paying Agent on or prior to the fifth business day Business Day after the record date for payment of interest and or at least ten calendar days prior to the date for payment of principal principal, as the case may be, of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee Paying Agent shall use such instructions to pay the Participants directly. If DTC does not so notify the TrusteePaying Agent, it is understood that only U.S. United States dollar payments are to be made. The Trustee Paying Agent shall notify DTC on or prior to the second Business Day prior to the payment date of the conversion rate to be used and the resulting U.S. United States dollar amount to be paid per U.S.$1,000 $100,000 face amountAnnex II - 20 amount and per each $1,000 face amount in excess thereof or other authorized denomination. In the event that the Trustee’s quotation required quotations to convert the foreign currency into U.S. United States dollars is are not available, the Trustee Paying Agent shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee Paying Agent and the Trustee Paying Agent shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee Paying Agent in immediately available funds no later than 9:30 A.M. a.m. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee Paying Agent to withdraw funds from an account maintained by the Company with at the DTC Paying Agent or by wire transfer to the Paying Agent. The Company will confirm any such instructions in writing to the TrusteePaying Agent. Prior to 10:00 A.M. a.m. (New York City time) on the date of Maturity Date or as soon as possible thereafter, the Trustee Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day fundsfunds available for immediate use by DTC, in accordance with existing arrangements between the relevant DTC Paying Agent and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer issuer) nor the Paying Agent (as trustee, security registrar or as paying agent) the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Book- Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee for the Notes represented by such Global Note in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities Notes by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC AgentTrustee for the Notes represented by such Global Notes. The Company will confirm any such instructions in writing to the such Trustee. Prior to 10:00 10 A.M. (New York City time) on the date of Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTCthe Depositary) to an account at the Federal Reserve Bank of New York previously specified by DTCthe Depositary, in funds available for immediate use by DTCthe Depositary, each payment of principal (together with interest thereon) due on a Global Security Note on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTCthe Depositary, in same day funds, in accordance with existing arrangements between the relevant DTC Agent Trustee and DTCthe Depositary. On each such date, DTC the Depositary will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Global Notes represented by such Global Securities are recorded in the book-entry system maintained by DTCthe Depositary. None of the Company (as issuer or as paying agent) or the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC the Depositary to such Participants of the principal of and interest on the Book-Entry Global Notes. If an issue of Global Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Global Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC The Depositary has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Global Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement Terms Agreement and the Global Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC the Depositary of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC The Depositary will notify the Trustee on or prior to the fifth business day Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC the Depositary does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC the Depositary on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 $1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTCthe Depositary’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC the Depositary will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal principal, premium, if any, and interest or redemption price due on Global Securities Notes on any Interest Payment Date or at the Maturity or upon redemption or repayment Date shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities Notes by instructing the Trustee wire transfer to withdraw funds from an account maintained by the Company The Bank of New York Mellon or as otherwise agreed with the DTC AgentTrustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (a.m., New York City time) , on the Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions make payment to DTC in a form previously specified by DTC) to an account at accordance with existing arrangements between DTC and the Federal Reserve Bank of New York previously specified by DTCTrustee, in funds available for immediate use by DTC, of each payment of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Note on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), on the Maturity Date) the Trustee will pay DTC such interest payments shall be made to DTC, in same same-day funds, funds in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in whose names the Book-Entry Notes represented by amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Securities Note as are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer or as paying agent) nor the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of, or premium, if any, or interest on, the Notes to such Participants. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other person in the chain of payment that is responsible for withholding such tax under applicable law. Procedure for Rate Setting and Posting: The Company and the Purchasing Agent will discuss, from time to time, the aggregate principal amounts of, the maturities, the redemption and repayment provisions, the Issue Price and the interest rates (or interest rate formulas and spreads, if applicable) to be borne by Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set interest rates (or interest rate formulas and spreads, if applicable) borne by any Notes in respect of which the Agents are to solicit orders (the setting of such interest terms to be referred to herein as “Posting”) or if the Company decides to change interest rates (or interest rate formulas and spreads, if applicable) previously posted by it, it will promptly advise the Purchasing Agent of the prices and interest on terms to be posted. The Purchasing Agent in turn will advise the Book-Entry NotesAgents and Selling Group members. If an issue For the avoidance of Notes is denominated in a currency other than the U.S. dollardoubt, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it electswill, in accordance with its sole discretion, determine whether a Posting will be made and which terms will be included in such Posting. The Purchasing Agent will assign a separate CUSIP number for each tranche of Notes to the extent permitted by the applicable Supplement be posted, and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest will so advise and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, Company and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be madeof said assignment by telephone and/or by telecopier or other form of electronic transmission. The Trustee shall notify DTC Purchasing Agent will include the assigned CUSIP number on or prior all Posting notices communicated to the second Business Day prior to payment date Agents and Selling Group members. Offering of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. Notes: In the event that there is a Posting, the Trustee’s quotation Purchasing Agent will communicate to convert each of the foreign currency into U.S. dollars Agents and Selling Group members the aggregate principal amount, maturities of, and redemption and repayment provisions, along with the interest terms to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selling Group members, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: Unless otherwise agreed by the Company and the Purchasing Agent, the Purchasing Agent will, no later than 4:00 p.m. (New York City time) on the sixth day subsequent to the day on which such Posting occurs, or if such sixth day is not availablea Business Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Purchasing Agent (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the Trustee shall notify DTC’s Dividend Department principal amount of each tranche of Notes that the entire payment Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be made in purchased by the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyPurchasing Agent.

Manner of Payment. The total amount of any principal principal, ----------------- premium, if any, and interest or redemption price due on Global Securities Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities Notes by instructing the Trustee to withdraw funds from an account maintained by the Company with The Chase Manhattan Bank, by wire transfer to The Chase Manhattan Bank or as otherwise agreed with the DTC AgentTrustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (a.m., New York City time) , on the Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions make payment to DTC in a form previously specified by DTC) to an account at accordance with existing arrangements between DTC and the Federal Reserve Bank of New York previously specified by DTCTrustee, in funds available for immediate use by DTC, each payment of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Note on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), on the Maturity Date) the Trustee will pay DTC such interest payments shall be made to DTC, in same same-day funds, funds in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in whose names the Book-Entry Notes represented by amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Securities Note as are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer or as paying agent) nor the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and of, or premium, if any, or interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollaron, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyParticipants.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity maturity or upon redemption or repayment shall be paid by the Company to the Trustee in immediately funds available funds no later than for immediate use by the Trustee as of 9:30 A.M. a.m. (New York City time) on such date. The Company will make such payment on such Global Securities by wire transfer to the Trustee or by instructing the Trustee to withdraw funds from an account maintained by the Company with at the DTC AgentTrustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. 10 a.m. (New York City time) on the each Maturity Date or redemption or repayment date or, if either such date is not a Business Day, as soon as possible thereafter, following receipt of such funds from the Company the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security Securities on such any Maturity Date or Redemption Dateredemption or repayment date. On each Interest Payment Date (other than at Maturity)or, if any such date is not a Business Day, as soon as possible thereafter, interest payments and, in the case of Amortizing Notes, interest and principal payments shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Agent Trustee and DTC. On Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer or as paying agent) nor the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities and other book-entry medium-term notes on any Interest Payment Date or at Maturity or upon redemption or repayment Redemption shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date, or as soon as possible thereafter. The Company will make such payment on such Global Securities and other book-entry medium-term notes by instructing the Trustee to withdraw funds from an account maintained by the Company with at the DTC AgentTrustee or by wire transfer to the Trustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 10 A.M. (New York City time) on the Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer to, or to the order of, the Common Depositary or to DTC, as the case may be (in the case of payments to DTC, using Fedwire message entry instructions in a form previously specified by DTC) DTC to an account at the Federal Reserve Bank of New York previously specified by DTC), in funds available for immediate use by DTCDTC or the Common Depositary, as the case may be, each payment of principal (together with interest thereon) due on a Global Security and other book-entry medium-term notes on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at MaturityMaturity or upon Redemption), interest payments shall be made to, or to the order of, the Common Depositary or to DTC, as the case may be, in same day fundsfunds available for immediate use by DTC or the Common Depositary, as the case may be, in accordance with existing arrangements between the relevant DTC Agent Trustee, the Common Depositary and DTC. On each such date, (i) DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the DTC Book-Entry Notes represented by such Global Securities or Master Notes are recorded in the book-entry system maintained by DTCDTC or (ii) the Common Depositary will credit, or procure the credit to, the accounts of Clearstream and Euroclear, in accordance with their respective operating procedures then in effect, the proportionate amounts in funds available for immediate use attributable to the respective holdings of their Participants of the Book-Entry Notes represented by such Global Securities. None of the Company (as issuer or as paying agent) ), the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by the Common Depositary (or Trustee acting on its behalf) or DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollarsExh. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.A-6

Manner of Payment. The total amount of any principal principal, premium, if any, and interest or redemption price due on a Global Securities Security on any Interest Payment Date or at Maturity maturity or upon redemption or repayment shall be paid by the Company Issuer to the Trustee in immediately funds available for use by the Trustee on such date. The Issuer will make payment on such Global Security by depositing funds no later than 9:30 A.M. sufficient to make such payment with the Trustee. The Issuer will confirm such instructions in writing to the Trustee. For payments of principal and any premium at maturity or upon redemption or repayment prior to 10:00 a.m. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Prior to 10:00 A.M. (New York City time) on the Maturity Date date or as soon as possible thereafter, thereafter the Trustee will pay the Depositary by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTCthe Depositary) to an account at the Federal Reserve Bank of New York previously specified by DTCthe Depositary, in funds available for immediate use by DTCthe Depositary, each payment of interest, premium, if any, or principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Datedate. On For payments of interest, the Trustee will pay the Depositary such payments in same-day funds on each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent Trustee and DTCthe Depositary. On each Thereafter for all payments on such date, DTC the Depositary will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants participants with payments in whose names the Book-Entry Notes represented by amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Securities Security as are recorded in the book-entry system maintained by DTCthe Depositary. None Communication of the Company (as issuer or as paying agent) the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and Sale Information to the extent permitted Issuer by the applicable Supplement Selling Distributor and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.-------------------------------------------------------------------------- Settlement Procedures: ----------------------

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee Paying Agent in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee Paying Agent to withdraw funds from an account maintained by the Company with at the DTC Paying Agent or by wire transfer to the Paying Agent. The Company will confirm any such instructions in writing to the TrusteePaying Agent. Prior to 10:00 10 A.M. (New York City time) on the date of Maturity Date or as soon as possible thereafter, the Trustee Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day fundsfunds available for immediate use by DTC, in accordance with existing arrangements between the relevant DTC Paying Agent and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer issuer) nor the Paying Agent (as trustee, security registrar or as paying agent) the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.

Manner of Payment. The total amount of any principal principal, premium, if any, and interest or redemption price due on Global Securities Book-Entry Notes on any Interest Payment Date or at Maturity maturity or upon redemption or repayment shall be paid by the Company to the Trustee as Paying Agent in immediately funds available funds no later than for use by the Trustee as Paying Agent as of 9:30 A.M. (a.m., New York City time) , on such date. The Company will make such payment on such Global Securities Book-Entry Notes by instructing the Trustee as Paying Agent to withdraw funds from an account maintained by the Company with the DTC Agent. The Company will confirm any such instructions in writing to the Trustee. Trustee at Citibank, N.A. Prior to 10:00 A.M. (a.m., New York City time) time on the Maturity Date such date or as soon as possible thereafter, following receipt of such funds from the Company, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment in U.S. dollars of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Book-Entry Note on such Maturity Date or Redemption Datedate. On each Interest Payment Date (other than at Maturity)Date, interest payments payment shall be made to DTC, DTC in same day funds, funds in accordance with existing arrangements between the relevant DTC Trustee as Paying Agent and DTC. On Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry such Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of Neither the Company (as issuer or as paying agent) nor the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment in U. S. dollars by DTC to such Participants of the principal of and premium, if any, or interest on on, the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will The Trustee shall make all payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election premium, if any, and interest on each Book-Entry Note that Participants have elected to receive allin foreign currencies directly to such Participants. WITHHOLDING TAXES. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other Person responsible for forwarding payments and materials directly to the specified portion, beneficial owner of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the Trustee on or prior to the fifth business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directlyBook-Entry Note.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Securities Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee for the Notes represented by such Global Note in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities Notes by instructing the Trustee to withdraw funds from an account maintained by the Company with the DTC AgentTrustee for the Notes represented by such Global Notes. The Company will confirm any such instructions in writing to the such Trustee. Prior to 10:00 11:00 A.M. (New York City time) on the date of Maturity Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTCthe Depositary) to an account at the Federal Reserve Bank of New York previously specified by DTCthe Depositary, in funds available for immediate use by DTCthe Depositary, each payment of principal (together with interest thereon) due on a Global Security Note on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTCthe Depositary, in same day funds, in accordance with existing arrangements between the relevant DTC Agent Trustee and DTCthe Depositary. On each such date, DTC the Depositary will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Global Notes represented by such Global Securities are recorded in the book-entry system maintained by DTCthe Depositary. None of the Company (as issuer or as paying agent) or the Trustee or the DTC Agent shall have any direct responsibility or liability for the payment by DTC the Depositary to such Participants of the principal of and interest on the Book-Entry Global Notes. If an issue of Global Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Global Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC The Depositary has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Global Notes is held that it elects, in accordance with and to the extent permitted by the applicable Supplement Terms Agreement and the Global Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC the Depositary of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC The Depositary will notify the Trustee on or prior to the fifth business day Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If DTC the Depositary does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify DTC the Depositary on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 $1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify DTCthe Depositary’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC the Depositary will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.