Common use of ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES Clause in Contracts

ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES. In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Trustee to the Depositary, dated the date of the MTNE Distribution Agreement, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). Posting Rates by the Company and the Guarantor: The Company, the Guarantor and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Company and the Guarantor may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Company and the Guarantor decide to change already posted rates, they will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Company: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Book-Entry Securities as a Purchasing Agent. The Company will have the sole right to accept offers to purchase Book-Entry Securities and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Book-Entry Securities. If the Company accepts an offer to purchase Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Sale Information to the Company and the Guarantor by Agent and Settlement Procedures:

ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES. In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Trustee to the Depositary, dated the date of the MTNE MTNA Distribution Agreement, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). Posting Rates by the Company and the Guarantor: The Company, the Guarantor and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Company and the Guarantor may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Company and the Guarantor decide to change already posted rates, they will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Company: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Book-Entry Securities as a Purchasing Agent. The Company will have the sole right to accept offers to purchase Book-Entry Securities and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Book-Entry Securities. If the Company accepts an offer to purchase Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Sale Information to the Company and the Guarantor by Agent and Settlement Procedures:

ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES. In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Trustee to the Depositary, dated the date of the MTNE Distribution Agreement, and a Medium-Term Note Warrant Certificate Agreement between the Trustee and the Depositary, dated as of April February 14, 1989 2006 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). Posting Rates by the Company and the Guarantor: The Company, the Guarantor and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Company and the Guarantor may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Company and the Guarantor decide to change already posted rates, they will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Company: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Book-Entry Securities as a Purchasing Agent. The Company will have the sole right to accept offers to purchase Book-Entry Securities and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Book-Entry Securities. If the Company accepts an offer to purchase Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Sale Information to the Company and the Guarantor by Agent and Settlement Procedures:.

ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES. In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Trustee to the Depositary, dated the date of the MTNE Distribution Agreement, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). Posting Rates by the Company and the Guarantor: The Company, the Guarantor and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Company and the Guarantor may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Company and the Guarantor decide to change already posted rates, they will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Company: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Book-Entry Securities as a Purchasing Agent. The Company will have the sole right to accept offers to purchase Book-Entry Securities and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Book-Entry Securities. If the Company accepts an offer to purchase Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Sale Information to the Company and the Guarantor by Agent and Settlement Procedures:

ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES. In connection with the qualification of the Book-Entry Book‑Entry Securities for eligibility in the book-entry book‑entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company Bank and the Trustee to the Depositary, dated the date of the MTNE Distribution AgreementJanuary 25, 2010, and a Medium-Term Medium‑Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14March 9, 1989 1995 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Same‑Day Funds Settlement System (“SDFS”). Posting Rates by the Company and the GuarantorBank: The Company, the Guarantor Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Book‑Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Company and the Guarantor Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”)period. If the Company and the Guarantor decide Bank decides to change already posted rates, they it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the CompanyBank: Each Agent will promptly advise the Company Bank by telephone or other appropriate means of all reasonable offers to purchase Book-Entry Book‑Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company Bank to purchase Book-Entry Book‑Entry Securities as a Purchasing Agent. The Company Bank will have the sole right to accept offers to purchase Book-Entry Book‑Entry Securities and may reject any such offer in whole or in part. The Company Bank will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Book-Entry Book‑Entry Securities. If the Company Bank accepts an offer to purchase Book-Entry Book‑Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Sale Information to the Company and the Guarantor Bank by Agent and Settlement Procedures:

ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES. In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee Fiscal and Paying Agent will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations Representation from the Company Bank and the Trustee Fiscal and Paying Agent to the Depositary, dated the date of the MTNE Distribution Agreementhereof, and a MediumBook-Term Entry-Only Money Market Instrument (Master Note and/or Global Certificates) Program Certificate Agreement between the Trustee Fiscal and Paying Agent and the Depositary, dated as of April 14, 1989 [date] (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). Posting Rates by the Company and the GuarantorBank: The Company, the Guarantor Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Company and the Guarantor Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Company and the Guarantor decide Bank decides to change already posted rates, they it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the CompanyBank: Each Agent will promptly advise the Company Bank by telephone or other appropriate means of all reasonable offers to purchase Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company Bank to purchase Book-Entry Securities as a Purchasing Agent. The Company Bank will have the sole right to accept offers to purchase Book-Entry Securities and may reject any such offer in whole or in part. The Company Bank will promptly notify the Selling Agent or Purchasing Agent, Agent as the case may be, be of its acceptance or rejection of an offer to purchase Book-Entry Securities. If the Company Bank accepts an offer to purchase Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the TrusteeFiscal and Paying Agent. Communication of Sale Information to the Company and the Guarantor Bank by Agent and Settlement Procedures: