Common use of Foreign Currency Payments Clause in Contracts

Foreign Currency Payments. If a series of Notes is denominated in a currency other than the U.S. dollar, as set forth in the applicable Pricing Supplement, the Company may make payment of principal and any interest in the currency in which the Notes are denominated (the “Specified Currency”), as specified in the applicable Pricing Supplement, or will otherwise make such payments in U.S. dollars. DTC will elect 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 Security is held that it elects to receive such payment of principal or interest in the Specified Currency. On or prior to the third Business Day after the record date for payment of interest and twelve (12) 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 Specified Currency and (ii) its instructions for wire transfer of such payment to an account in the Specified Currency. DTC will notify the Company on or prior to the fifth Business Day after the record date for payment of interest and ten (10) days prior to the date for payment of principal of the portion of such payment to be received in the Specified Currency and the applicable wire transfer instructions, and the Company shall use such instructions to pay the Participants directly. If DTC does not so notify the Company, it is understood that only U.S. dollar payments are to be made. The Company, based on information provided by the Exchange Rate Agent, as defined in the applicable Pricing Supplement, if any, shall notify DTC on or prior to the second DTC business day prior to the payment date of the exchange rate to be used and the resulting U.S. dollar amount to be paid per U.S. $1,000 principal amount. In the event that the Company’s or such Exchange Rate Agent’s quotation to convert the Specified Currency into U.S. dollars is not available, the Company shall notify DTC’s Dividend Department that the entire payment is to be made in the Specified Currency. DTC then will ask its Participants for payment instructions and forward such instructions to the Company; and the Company shall use such instructions to pay the Participants directly.

Foreign Currency Payments. If a series of Notes is denominated in a currency other than the U.S. dollar, as set forth in the applicable Pricing Supplement, the Company may make payment of principal and any interest in the currency in which the Notes are denominated (the “Specified Currency”), as specified in the applicable Pricing Supplement, or will otherwise make such payments in U.S. dollars. DTC will elect 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 Security is held that it elects to receive such payment of principal or interest in the Specified Currency. On or prior to the third Business Day after the record date for payment of interest and twelve (12) 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 Specified Currency and (ii) its instructions for wire transfer of such payment to an account in the Specified Currency. DTC will notify the Company on or prior to the fifth Business Day after the record date for payment of interest and ten (10) days prior to the date for payment of principal of the portion of such payment to be received in the Specified Currency and the applicable wire transfer instructions, and the Company shall use such instructions to pay the Participants directly. If DTC does not so notify the Company, it is understood that only U.S. dollar payments are to be made. The Company, based on information provided by the Exchange Rate Agent, as defined in the applicable Pricing Supplement, if any, shall notify DTC on or prior to the second DTC business day prior to the payment date of the exchange rate to be used and the resulting U.S. dollar amount to be paid per U.S. US $1,000 principal amount. In the event that the Company’s or such Exchange Rate Agent’s quotation to convert the Specified Currency into U.S. dollars is not available, the Company shall notify DTC’s Dividend Department that the entire payment is to be made in the Specified Currency. DTC then will ask its Participants for payment instructions and forward such instructions to the Company; and the Company shall use such instructions to pay the Participants directly. The amount of any taxes required under applicable law to be withheld from any interest payment on a Global Security will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of an interest in such Global Security.