Common use of DUTIES OF EXCHANGE AGENT Clause in Contracts

DUTIES OF EXCHANGE AGENT. This Section 4(c) shall apply only to definitive registered global Securities deposited with DTC pursuant to Section 1(f)(i). If payment of the principal of (or premium, if any) or interest on Securities of a Series is to be made in a currency other than the U.S. dollar (the “Foreign Currency”) and the Fiscal Agent is acting as exchange agent (the “Exchange Agent”), the Exchange Agent shall: (i) accept the Foreign Currency by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal (or premium, if any) due on any payment date on Securities held by DTC on the record date. The Exchange Agent shall be advised by DTC if any beneficial holders of the Securities of such Series held by DTC have elected to receive payment in Foreign Currency and, if so, the amount of Securities of such Series held by such holders and the accounts to which such payments in Foreign Currency are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Foreign Currency amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to DTC on the payment date; and (ii) at or prior to 11:00 a.m., New York City time, on the day which is two New York City business days (as defined below) preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount (as defined below) of Foreign Currency and at the Specified Rate (as defined below) for settlement on such payment date. If an exchange bid quotation is not available from the Exchange Agent, the Exchange Agent will obtain a bid quotation from a leading foreign exchange bank in The City of New York selected by the Exchange Agent after consultation with the Issuer. In the event that no bid quotation from a leading foreign exchange bank in The City of New York selected by the Exchange Agent is available or the Exchange Agent is unable to convert the Foreign Currency into U.S. dollars, the Exchange Agent will notify DTC that the entire payment is to be made in Foreign Currency. “Specified Amount” shall mean the aggregate amount of Foreign Currency payable to all holders holding Securities of such Series through participants of DTC that have not elected to receive payments in Foreign Currency. “Specified Rate” shall mean the Exchange Agent’s in-house mid-market agency rate for the conversion of Foreign Currency (in an amount similar to the Specified Amount) to U.S. dollars. If the payment date is not a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign currencies) in each of London and New York City, delivery of the U.S. dollars will occur on the next succeeding day that is such a business day. In this sub-clause (ii), the term “New York City business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in New York City.

DUTIES OF EXCHANGE AGENT. This Section 4(c) shall apply only to definitive registered global Securities deposited with DTC a custodian for The Depository Trust Company (“DTC”) pursuant to Section 1(f)(i1(g). If payment of the principal of (or premium, if any) or interest on Securities of a Series is to be made in a currency other than the U.S. dollar (the “Foreign CurrencyMoney”) and the Fiscal Agent is acting as exchange agent (the “Exchange Agent”), the Exchange Agent shall: (i) accept the Foreign Currency Money by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal (or premium, if any) due on any payment date on Securities held by DTC on the record date. The Exchange Agent shall be advised by DTC if any beneficial holders of the Securities of such Series held by DTC have elected to receive payment in Foreign Currency Money and, if so, the amount of Securities of such Series held by such holders and the accounts to which such payments in Foreign Currency Money are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Foreign Currency Money amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to DTC on the payment date; and (ii) at or prior to 11:00 a.m.a. m., New York City time, on the day which is two New York City business days (as defined below) preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount (as defined below) of Foreign Currency Money and at the Specified Rate (as defined below) for settlement on such payment date. If an exchange bid quotation is not available from the Exchange Agent, the Exchange Agent will obtain a bid quotation from a leading foreign exchange bank in The the City of New York selected by the Exchange Agent after consultation with the Issuer. In the event that no bid quotation from a leading foreign exchange bank in The the City of New York selected by the Exchange Agent is available or the Exchange Agent is unable to convert the Foreign Currency Money into U.S. dollars, the Exchange Agent will notify DTC that the entire payment is to be made in Foreign CurrencyMoney. “Specified Amount” shall mean the aggregate amount of Foreign Currency Money payable to all holders holding Securities of such Series through participants of DTC that have not elected to receive payments in Foreign CurrencyMoney. “Specified Rate” shall mean the Exchange Agent’s in-house mid-market agency rate for the conversion of Foreign Currency Money (in an amount similar to the Specified Amount) to U.S. dollars. If the payment date is not a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign currencies) in each of the City of London and the City of New York CityYork, delivery of the U.S. dollars will occur on the next succeeding day that is such a business day. In this sub-clause (ii), the term “New York City business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in the City of New York CityYork.

DUTIES OF EXCHANGE AGENT. This Section section 4(c) shall apply only to definitive registered global Securities deposited with DTC pursuant to Section 1(f)(i). If payment of the principal of (or premium, if any) or interest on Securities of a Series is to be made in a currency other than the U.S. dollar (the “Foreign Currency”) and the Fiscal Agent is acting as exchange agent (the “Exchange Agent”), the Exchange Agent shall: (i) accept the Foreign Currency by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal (or premium, if any) due on any payment date on Securities held by DTC on the record date. The Exchange Agent shall be advised by DTC if any beneficial holders of the Securities of such Series held by DTC have elected to receive payment in Foreign Currency and, if so, the amount of Securities of such Series held by such holders and the accounts to which such payments in Foreign Currency are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Foreign Currency amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to DTC on the payment date; and (ii) at or prior to 11:00 a.m., New York City time, on the day which is two New York City business days (as defined below) preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount (as defined below) of Foreign Currency and at the Specified Rate (as defined below) for settlement on such payment date. If an exchange bid quotation is not available from the Exchange Agent, the Exchange Agent will obtain a bid quotation from a leading foreign exchange bank in The City Table of New York selected by the Exchange Agent after consultation with the Issuer. In the event that no bid quotation from a leading foreign exchange bank in The City of New York selected by the Exchange Agent is available or the Exchange Agent is unable to convert the Foreign Currency into U.S. dollars, the Exchange Agent will notify DTC that the entire payment is to be made in Foreign Currency. “Specified Amount” shall mean the aggregate amount of Foreign Currency payable to all holders holding Securities of such Series through participants of DTC that have not elected to receive payments in Foreign Currency. “Specified Rate” shall mean the Exchange Agent’s in-house mid-market agency rate for the conversion of Foreign Currency (in an amount similar to the Specified Amount) to U.S. dollars. If the payment date is not a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign currencies) in each of London and New York City, delivery of the U.S. dollars will occur on the next succeeding day that is such a business day. In this sub-clause (ii), the term “New York City business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in New York City.Contents

DUTIES OF EXCHANGE AGENT. This Section 4(c) shall apply only to definitive registered global Securities deposited with DTC The Depository Trust Company (“DTC”) pursuant to Section 1(f)(i). If payment of the principal of (or premium, if any) or interest on Securities of a Series is to be made in a currency other than the U.S. dollar (the “Foreign CurrencyMoney”) and the Fiscal Agent is acting as exchange agent (the “Exchange Agent”), the Exchange Agent shall: (i) accept the Foreign Currency Money by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal (or premium, if any) due on any payment date on Securities held by DTC on the record date. The Exchange Agent shall be advised by DTC if any beneficial holders of the Securities of such Series held by DTC have elected to receive payment in Foreign Currency Money and, if so, the amount of Securities of such Series held by such holders and the accounts to which such payments in Foreign Currency Money are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Foreign Currency Money amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to DTC on the payment date; and (ii) at or prior to 11:00 a.m.a. m., New York City time, on the day which is two New York City business days (as defined below) preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount (as defined below) of Foreign Currency Money and at the Specified Rate (as defined below) for settlement on such payment date. If an exchange bid quotation is not available from the Exchange Agent, the Exchange Agent will obtain a bid quotation from a leading foreign exchange bank in The the City of New York selected by the Exchange Agent after consultation with the Issuer. In the event that no bid quotation from a leading foreign exchange bank in The the City of New York selected by the Exchange Agent is available or the Exchange Agent is unable to convert the Foreign Currency Money into U.S. dollars, the Exchange Agent will notify DTC that the entire payment is to be made in Foreign CurrencyMoney. “Specified Amount” shall mean the aggregate amount of Foreign Currency Money payable to all holders holding Securities of such Series through participants of DTC that have not elected to receive payments in Foreign CurrencyMoney. “Specified Rate” shall mean the Exchange Agent’s in-house mid-market agency rate for the conversion of Foreign Currency Money (in an amount similar to the Specified Amount) to U.S. dollars. If the payment date is not a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign currencies) in each of the City of London and the City of New York CityYork, delivery of the U.S. dollars will occur on the next succeeding day that is such a business day. In this sub-clause (ii), the term “New York City business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in the City of New York CityYork.