Common use of Payment in Currencies Clause in Contracts

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(11). A Securityholder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder until such holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIV. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03301; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder Holder of a Debt Security of such series may elect to receive such payment in any one of Dollars if authorized or any other currency designated for such purpose pursuant to Section 2.03(11)301. A Securityholder Holder may make such election by delivering to the Trustee or, if the Trustee is not also acting as the Paying Agent, to any Paying Agent, a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the TrusteeTrustee or to any Paying Agent, as the case may be, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or date for payment of Defaulted Interest or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee or to any Paying Agent, as the case may be, a written notice rescinding substantially in the form attached hereto as Exhibit A or in such electionother form as may be acceptable to the Trustee or to any Paying Agent, as the case may be, specifying a change in the currency in which such payment is to be made; provided further that any such notice must be delivered to the Trustee or to any Paying Agent, as the case may be, not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or date for payment of Defaulted Interest or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company Issuer, pursuant to Article XIVEleven. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Subordinated Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03301; provided that in the case of Debt Securities Holder of a series denominated in one or more Foreign Currencies the holder of a Subordinated Debt Security of such series may elect to receive such payment in any one of Dollars if authorized or any other currency designated for such purpose pursuant to Section 2.03(11)301. A Securityholder Holder may make such election by delivering to the Trustee or, if the Trustee is not also acting as the Paying Agent, to any Paying Agent, a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, or to any Paying Agent, as the case may be, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or date for payment of Defaulted Interest or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee or to any Paying Agent, as the case may be, a written notice rescinding substantially in the form attached hereto as Exhibit A or in such electionother form as may be acceptable to the Trustee or to any Paying Agent, as the case may be, specifying a change in the currency in which such payment is to be made; provided further that any such notice must be delivered to the Trustee or to any Paying Agent, as the case may be, not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or date for payment of Defaulted Interest or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Subordinated Debt Security with respect to which notice of redemption has been given by the Company Issuer, pursuant to Article XIVEleven. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.033.01; provided that that, if so specified in the case of Debt Securities of a series denominated manner provided in one or more Foreign Currencies Section 3.01, the holder Holder of a Debt Security of such series may elect to receive such payment in any one of (i) Dollars if authorized and (ii) any other currency designated for such purpose pursuant to Section 2.03(11)3.01. A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principalMaturity, as the case may be, with respect to Debt Securities of such series. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding substantially in the form attached hereto as Exhibit A or in such election, other form as may be acceptable to the Trustee specifying a change in the currency in which such payment is to be made; provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principalMaturity, as the case may be, with respect to Debt Securities of such series in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIVSection 4.02. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(112.03(a)(11). A Securityholder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder until such holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIV. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion DateCONVERSION DATE") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies Dollars, unless otherwise specified pursuant to Section 2.03; provided that in 2.3(12). (b) In the case of Debt Securities of a series denominated in one or more Foreign Currencies Currencies, the holder Holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(112.3(13). A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A set forth in Section 2.13(g), or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may bepayment date. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date immediately preceding the next Interest Payment Date interest payment date or the fifteenth day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company Issuer pursuant to Article XIV.Twelve. Upon request, the Trustee will send a copy of the form of notice as set forth in Section 2.13(g) to any Holder requesting a copy thereof to the address of such Holder set forth in such request (bc) If at least one holder Holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the CompanyIssuer, not later than the fourth Business Day business day after the record date with respect to an Interest Payment Date interest payment date or the tenth 10th day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (cd) Except as otherwise specified as contemplated by Section 2.03 hereof2.3, if at least one holder Holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders Holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company Issuer on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's ’s Certificate. The Company Issuer shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's ’s Certificate in respect of the payments to be made to such holders Holders on such payment date. (ie) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company Issuer for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the CompanyIssuer, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders Holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company Issuer to the Trustee and by the Trustee or any paying agent to holders Holders shall be determined by an exchange rate agent Exchange Rate Agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange RateRate on the second business day preceding such interest payment date or the second business day preceding the maturity of an installment of principal, as the case may be, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (ef) All decisions and determinations of an exchange rate agent Exchange Rate Agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(id) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the CompanyIssuer, the Trustee, any paying agent and all holders Holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company Issuer for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the CompanyIssuer, the CompanyIssuer, after learning thereof, will give written notice thereof to the Trustee immediately promptly (and the Trustee promptly thereafter will give notice to the SecurityholdersHolders in the manner provided in Section 11.4) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. (g) Form of election to receive payments in Dollars or to rescind such election: The undersigned, registered owner of certificate number (the “Certificate”), representing [name of series of Securities] (the “Securities”) in an aggregate principal amount of, hereby: (a) elects to receive all payments in respect of the Securities in Dollars. In Subject to the event terms and conditions set forth in the Indenture under which the Securities were issued, this election shall take effect on the next record date after this election form is received by the Trustee and shall remain in effect until it is rescinded by the undersigned or until the Certificate is transferred or paid in full at maturity; or (b) rescinds the election previously submitted by the undersigned to receive all payments in respect of the Securities in Dollars represented by the Certificate. Subject to the terms and conditions set forth in the Indenture, this rescission shall take effect on the next record date after this election form is received by the Trustee. The undersigned acknowledges that, except as provided in the Indenture, any composite currency costs incurred by or on behalf of the Company in which a Debt Security is denominated or payable ceases connection with the conversion of Foreign Currency into Dollars shall be borne by the undersigned through deduction from payments required to be used for made to the purposes for which it was established or is not available due undersigned pursuant to circumstances beyond the control terms of the CompanyIndenture. All capitalized terms used herein, unless otherwise defined herein, shall have the Company, after learning thereof, will give notice thereof meanings assigned to them in the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independentlyIndenture.

Payment in Currencies. (ai) Payment Unless otherwise provided in Section 3.01 hereof, subject to Subsection (ii) hereof, payment of the principal of (and premium, if any) ), Maturity Consideration if the Maturity Consideration is to be satisfied by a cash payment, and interest on the Debt Securities of any series series, whether or not denominated in a Foreign Currency pursuant to Section 3.01 shall be made in U.S. dollars. If a series of Securities is denominated in a Foreign Currency, the currency or currencies specified amount receivable in U.S. dollars by the Holders of such series shall be determined as provided in Section 3.12(iii). (ii) If authorized pursuant to Section 2.03; provided that in the case 3.01, any Holder of Debt Securities a Security of a series of Securities denominated in one or more a Foreign Currencies the holder of a Debt Security of such series Currency may elect to receive payments in the Foreign Currency in which such payment in Dollars if authorized Security is denominated pursuant to Section 2.03(11)3.01. A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular Record Date or Special Record Date, as the case may be, immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding such election; PROVIDED, provided HOWEVER, that any such notice must be delivered to the such Trustee not later than the close of business on the record date Regular Record Date or Special Record Date, as the case may be, immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and providedPROVIDED, furtherFURTHER, that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIVFour. The Trustee will advise the Company in writing of the aggregate amount payable in a Foreign Currency pursuant to an election under this subsection (ii). (biii) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a For each series of Debt Securities denominated in one or more a Foreign CurrenciesCurrency, then the Trustee Exchange Rate Agent shall deliver to the CompanyCompany and to the Trustee, by personal delivery, telecopy or other means reasonably acceptable to such Trustee, not later than the fourth close of business on the second Business Day after prior to the record date each payment is required to be made with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity Securities of an installment of principal, as the case may besuch series, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis copy of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments relating to be made to each such holders on such payment dateForeign Currency. (iiv) If the Foreign Currency Currency, other than a composite currency, in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final last date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in DollarsU.S. dollars. If payment is to be made in Dollars U.S. dollars to the holders Holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars U.S. dollars on a payment date by the Company to the Trustee for the series and by the such Trustee or any paying agent Paying Agent to holders Holders of Securities of such series shall be determined by an exchange rate agent Exchange Rate Agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars U.S. dollars at the applicable Market Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quotedRate set forth in an Exchange Rate Officer's Certificate. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (ev) All decisions and determinations of the Company or an exchange rate agent Exchange Rate Agent regarding the Exchange Rate, Market Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars U.S. dollars pursuant to subsection (d)(iSection 1.04(vii) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) this Subsection shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the CompanyCompany (in the case of a determination by an Exchange Rate Agent), the TrusteeTrustee for the series, any paying agent Paying Agent and all holders Holders of the Debt SecuritiesSecurities of such series. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection Subsection (ai) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the SecurityholdersHolders of such series denominated in a Foreign Currency in the manner provided in Section 1.06) specifying the last date on which the such Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee for such series immediately (and the such Trustee promptly thereafter will give notice to the SecurityholdersHolders of such series of Securities denominated in a Foreign Currency in the manner provided in Section 1.06). In the event of any subsequent change in any ComponentComponent of any composite currency in which a series of securities is denominated or payable, the Company, after learning thereof, will give notice to the Trustee for the series similarly (and the such Trustee promptly thereafter will give notice to the SecurityholdersHolders in the manner provided in Section 1.06). The Trustee for such series shall be fully justified and protected in relying and acting upon the information so received by it from the Company and from any Exchange Rate Agent and shall not otherwise have any duty or obligation to determine such information independently. The Company agrees to appoint and maintain an Exchange Rate Agent as is necessary for the performance of the obligations of the Exchange Rate Agent specified herein.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies or units specified pursuant to Section 2.032.3(12); provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(112.3(13). A Securityholder holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A set forth in Section 2.13(f), or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may bepayment date. Such election shall remain in effect with respect to such holder until such holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date immediately preceding the next Interest Payment Date interest payment date or the fifteenth day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company Issuer pursuant to Article XIVTwelve. Upon request, the Trustee will mail a copy of the form of notice as set forth in Section 2.13(f) to any holder requesting a copy thereof to the address of such holder set forth in such request. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the CompanyIssuer, not later than the fourth Business Day business day after the record date with respect to an Interest Payment Date interest payment date or the tenth 10th day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof2.3 of the Indenture, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company Issuer on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's ’s Certificate. The Company Issuer shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's ’s Certificate in respect of the payments to be made to such holders on such payment date. (d) (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company Issuer for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the CompanyIssuer, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company Issuer to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent Exchange Rate Agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange RateRate on the second business day preceding such interest payment date or the second business day preceding the maturity of an installment of principal, as the case may be, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03301; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder Holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized any other currency designated for such purpose pursuant to Section 2.03(11)301. A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding specifying a change in the currency in which such election, payment is to be made; provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIVEleven. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03301; provided that that, if so specified in the case of Debt Securities of a series denominated manner provided in one or more Foreign Currencies Section 301, the holder Holder of a Debt Security of such series may elect to receive such payment in any one of (i) Dollars if authorized and (ii) any other currency designated for such purpose pursuant to Section 2.03(11)301. A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principalMaturity, as the case may be, with respect to Debt Securities of such series. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding substantially in the form attached hereto as Exhibit A or in such election, other form as may be acceptable to the Trustee specifying a change in the currency in which such payment is to be made; provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principalMaturity, as the case may be, with respect to Debt Securities of such series in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIVSection 402. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03301; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder Holder of a Debt Security of such series may elect to receive such payment in any one of Dollars if authorized or any other currency designated for such purpose pursuant to Section 2.03(11)301. A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular Record Date or Special Record Date immediately preceding the applicable Interest Payment Date or date for payment of Defaulted Interest or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding substantially in the form attached hereto as Exhibit A or in such election, other form as may be acceptable to the Trustee specifying a change in the currency in which such payment is to be made; provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular Record Date or Special Record Date immediately preceding the next Interest Payment Date or date for payment of Defaulted Interest or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company Issuer pursuant to Article XIVEleven. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies Dollars, unless otherwise specified pursuant to Section 2.032.3(12); provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(112.3(13). A Securityholder holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A set forth in Section 2.13(f), or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may bepayment date. Such election shall remain in effect with respect to such holder until such holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date immediately preceding the next Interest Payment Date interest payment date or the fifteenth day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company Issuer pursuant to Article XIVTwelve. Upon request, the Trustee will send a copy of the form of notice as set forth in Section 2.13(f) to any holder requesting a copy thereof to the address of such holder set forth in such request. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the CompanyIssuer, not later than the fourth Business Day business day after the record date with respect to an Interest Payment Date interest payment date or the tenth 10th day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof2.3, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company Issuer on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's ’s Certificate. The Company Issuer shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's ’s Certificate in respect of the payments to be made to such holders on such payment date. (id) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company Issuer for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the CompanyIssuer, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company Issuer to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent Exchange Rate Agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange RateRate on the second business day preceding such interest payment date or the second business day preceding the maturity of an installment of principal, as the case may be, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent Exchange Rate Agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(id) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the CompanyIssuer, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company Issuer for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the CompanyIssuer, the CompanyIssuer, after learning thereof, will give written notice thereof to the Trustee immediately promptly (and the Trustee promptly thereafter will give notice to the Securityholdersholders in the manner provided in Section 11.4) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. (f) Form of election to receive payments in Dollars or to rescind such election: The undersigned, registered owner of certificate number (the “Certificate”), representing [name of series of Securities] (the “Securities”) in an aggregate principal amount of , hereby (a) elects to receive all payments in respect of the Securities in Dollars. In Subject to the event terms and conditions set forth in the Indenture under which the Securities were issued, this election shall take effect on the next record date after this election form is received by the Trustee and shall remain in effect until it is rescinded by the undersigned or until the Certificate is transferred or paid in full at maturity. (b) rescinds the election previously submitted by the undersigned to receive all payments in respect of the Securities in Dollars represented by the Certificate. Subject to the terms and conditions set forth in the Indenture, this rescission shall take effect on the next record date after this election form is received by the Trustee. The undersigned acknowledges that, except as provided in the Indenture, any composite currency costs incurred by or on behalf of the Company in which a Debt Security is denominated or payable ceases connection with the conversion of Foreign Currency into Dollars shall be borne by the undersigned through deduction from payments required to be used for made to the purposes for which it was established or is not available due undersigned pursuant to circumstances beyond the control terms of the CompanyIndenture. All capitalized terms used herein, unless otherwise defined herein, shall have the Company, after learning thereof, will give notice thereof meanings assigned to them in the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independentlyIndenture.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(112.03(a)(11). A Securityholder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder until such holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIV. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest interest, if any, on the Debt Securities of any series shall be made in the currency or currencies specified pursuant below: (i) With respect to Section 2.03Debt Securities denominated in Dollars, such payment shall be made in Dollars. (ii) With respect to Debt Securities denominated in a Foreign Currency, such payment shall be made in such Foreign Currency; provided that in the case Holder of Debt Securities of a series denominated in one or more Foreign Currencies the holder of such a Debt Security of such series may elect to receive such payment in Dollars if authorized so provided in an Appendix, a Board Resolution or an indenture supplemental hereto establishing such Debt Securities. (iii) With respect to Debt Securities denominated in ECU, such payment shall be made in ECU; provided that the Holder of such a Debt Security may elect to receive such payment in Dollars or any Foreign Currency or Currencies designated for such purpose by the Board of Directors pursuant to Section 2.03(11)‎Section 301 if so provided in an Appendix, a Board Resolution or an indenture supplemental hereto establishing such Debt Securities. A Securityholder Holder may make such the election referred to in clause ‎(ii) or ‎(iii) above by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may bepayment date. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding specifying a change in the currency in which such election, payment is to be made; provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, payment date in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIV‎Article Eleven. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the The Trustee shall deliver to the Company, not later than the fourth Business Day after the record Regular or Special Record Date with respect to a payment date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity a series of an installment of principal, as the case may beDebt Securities, a written notice specifying specifying, in the currency in which such series of Debt Securities is denominated, the aggregate amount of the principal of (and premium, if any) and interest on such series of Debt Securities to be paid on such payment date. If at least one Holder has made the election referred to in clause ‎(ii) or ‎(iii) of subsection ‎(a) above with respect to such series of Debt Securities, then the written notice referred to in the preceding sentence shall also specify, in each currency in which payment with respect to such series of Debt Securities is to be made pursuant to said subsection ‎(a), the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars such currency on such payment date. (c) Except as otherwise specified as contemplated The amount receivable by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on Holders of a series of Debt Securities denominated in one a Foreign Currency who have elected payment in Dollars as provided in subsection ‎(a) above or more Foreign Currencies, then the amount receivable by holders Holders of a series of Debt Securities denominated in ECU who have elected payment in Dollars or a Foreign Currency, in each case as provided in subsection ‎(a), shall be determined by the Company on the basis of the applicable Official Exchange Rate set forth in the applicable Exchange Rate Officer's ’s Certificate. The Company shall deliver, not later Later than the eighth day eight Business Days following each record date Regular or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may beSpecial Record Date, to the Trustee an Exchange Rate Officer's ’s Certificate in respect of the Dollar or Foreign Currency payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available ceases to be used both by the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control government of the Companycountry which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders Holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent Paying Agent to holders Holders shall be determined by an exchange rate agent the Trustee as of the Regular or Special Record Date with respect to such payment date and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Market Exchange Rate, or if no rate is quoted for Rate on the last Record Date on which such Foreign CurrencyCurrency was so used in either such capacity. If a Holder of a Debt Security denominated in ECU has elected payment in a specified Foreign Currency as provided for by subsection ‎(a) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, the last date such rate is quotedHolder shall, subject to subsection ‎(d)‎(ii) below, receive payment in ECU, provided that such payment to such Holder may be made in a different Foreign Currency if that Xxxxxx has elected or elects payment in such Foreign Currency as provided for by subsection ‎(a)‎(ii) above. (ii) If any composite currency in which a Debt Security is denominated or payable the ECU ceases to be used both within the European Monetary System and for the purposes for which it was established settlement of transactions by public institutions of or is not available due to circumstances beyond within the control of the CompanyEuropean Communities, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") ECU occurring after the last date on which the composite currency ECU was so usedused (the “ECU Conversion Date”), all payments with respect to the Debt Securities of any such series shall be made in Dollars, provided that payment to a Holder of a Debt Security of such series may be made in a Foreign Currency if that Xxxxxx has elected or elects payment in such Foreign Currency as provided for by subsection ‎(a)‎(ii) above. If payment with respect to Debt Securities of a series denominated in a composite currency ECU is to be made in Dollars pursuant to the provisions of the preceding sentenceparagraph, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent Paying Agent to holders Holders shall be determined by an exchange rate agent the Trustee as of the Regular or Special Record Date with respect to such payment date and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Market Exchange RateRate as of such Record Date, multiplied by the number of units of the composite currency ECU that would have been so paid had the composite currency ECU not ceased to be so used. If payment is to be made in Foreign Currency to the Holders of such series pursuant to the preceding paragraph, then the amount to be paid in such Foreign Currency on a payment date by the Company to the Trustee and by the Trustee or any Paying Agent to Holders shall be determined by the Trustee as of the Regular or Special Record Date with respect to such payment date and shall be determined by (A) converting each Component into Dollars at the Market Exchange Rate for such Component on such Record Date and (B) converting the sum in Dollars so obtained into such Foreign Currency at the Market Exchange Rate on such Record Date. (e) All decisions and determinations of an exchange rate agent the Trustee regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i‎(d)‎(i) above or the conversion of a composite currency ECU into Dollars or Foreign Currency pursuant to subsection (d)(ii‎‎(d)‎(ii) or the Market Exchange Rate shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent Company and all holders Holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a‎(a) above, is not available ceases to be used both by the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control government of the Companycountry which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the SecurityholdersHolders in the manner provided in ‎Section 106) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable the ECU ceases to be used both within the European Monetary System and for the purposes for which it was established settlement of transactions by public institutions of or is not available due to circumstances beyond within the control of the CompanyEuropean Communities, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders)Holders in the manner provided in ‎Section 106) specifying the ECU Conversion Date and the Components on the ECU Conversion Date. In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders)similarly. The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. Except as provided in subsection (ad) Payment below, payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies or units specified pursuant to Section 2.03; provided that 301(3), unless the terms of such Security, as established pursuant to Section 301, expressly permit or require payment in another currency or currencies, in which case such payment shall be made in accordance with such terms. If the case terms of Debt Securities of a series denominated in one or more Foreign Currencies permit the holder Holder of a Debt Security of such series may to elect to receive such payment in Dollars if authorized pursuant to Section 2.03(11). A Securityholder U.S. dollars, a Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth 15th day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or the fifteenth 15th day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIV. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign CurrenciesEleven. Upon request, then the Trustee shall deliver will mail a copy of Exhibit A to any Holder requesting a copy thereof to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity address of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate Holder set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment daterequest. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03301; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder Holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(11301(12). A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIV. (b) If at least one holder Twelve or a notice of option to elect repayment has made the election referred to in subsection (a) above to receive payments in Dollars on been sent by a series of Debt Securities denominated in one Holder or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities transferee pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quotedArticle Fifteen. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the any principal of (and premium, if any) and interest on ), Payments or Missed Payments in respect of the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03; provided that in 3.01 with respect to the case of Debt Securities of a series denominated in one or more Foreign Currencies such series; provided that, if so specified pursuant to Section 3.01, the holder of a Debt Security Holder of such series may elect to receive such payment in Dollars if authorized or in any other currency designated for such purpose pursuant to Section 2.03(11)3.01. A Securityholder Holder may make such election by delivering to the Trustee Paying Agent (with a copy to the Trustee) a written notice thereof, substantially in the form attached hereto as Exhibit A B or in such other form as may be acceptable to the TrusteePaying Agent, not later than the close of business on the record date Record Date immediately preceding the applicable Interest Payment Date date on which such payment is due and payable or the fifteenth day immediately preceding the Stated Maturity Maturity, if any, of an installment of any principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee Paying Agent (with a copy to the Trustee) a written notice rescinding substantially in the form attached hereto as Exhibit B or in such election, other form as may be acceptable to the Paying Agent specifying a change in the currency in which such payment is to be made; provided that any such notice must be delivered to the Trustee Paying Agent (with a copy to the Trustee) not later than the close of business on the record date Record Date immediately preceding the next Interest Payment Date or Missed Payment, as the case may be, or the fifteenth day immediately preceding the Stated Maturity Maturity, if any, of an installment of any principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, provided further that no such rescission change in currency may be made with respect to payments to be made on any Debt Registered Security with respect to which notice of redemption has been given by the Company pursuant to Article XIVEleven. (b) If at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 hereof, if at least one holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent to holders shall be determined by an exchange rate agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent and all holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the Securityholders). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the Securityholders). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.

Payment in Currencies. (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies specified pursuant to Section 2.03301; provided that in the case of Debt Securities of a series denominated in one or more Foreign Currencies the holder Holder of a Debt Security of such series may elect to receive such payment in Dollars if authorized pursuant to Section 2.03(11301(12). A Securityholder Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable to the Trustee, not later than the close of business on the record date Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be. Such election shall remain in effect with respect to such holder Holder until such holder Holder delivers to the Trustee a written notice rescinding such election, provided that any such notice must be delivered to the Trustee not later than the close of business on the record date Regular or Special Record Date immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, in order to be effective for the payment to be made thereon; and provided, further, that no such rescission may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Article XIVTwelve or a notice of option to elect repayment has been sent by a Holder or transferee pursuant to Article Fifteen. (b) If at least one holder Holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day after the record date Regular or Special Record Date with respect to an Interest Payment Date or the tenth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, a written notice specifying the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in Dollars on such payment date. (c) Except as otherwise specified as contemplated by Section 2.03 301 hereof, if at least one holder Holder has made the election referred to in subsection (a) above to receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign Currencies, then the amount receivable by holders Holders of a series of Debt Securities who have elected payment in Dollars shall be determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. The Company shall deliver, not later than the eighth day following each record date Regular or Special Record Date or the sixth day immediately preceding the Stated Maturity of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer's Certificate in respect of the payments to be made to such holders Holders on such payment date. (i) If the Foreign Currency in which a series of Debt Securities is denominated is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which the Foreign Currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in Dollars to the holders Holders of any such series of Debt Securities pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent Paying Agent to holders Holders shall be determined by an exchange rate agent Exchange Rate Agent and shall be equal to the sum obtained by converting the specified Foreign Currency into Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date such rate is quoted. (ii) If any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, then with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities denominated in such composite currency (the "Conversion Date") occurring after the last date on which the composite currency was so used, all payments with respect to the Debt Securities of any such series shall be made in Dollars. If payment with respect to Debt Securities of a series denominated in a composite currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any paying agent Paying Agent to holders Holders shall be determined by an exchange rate agent Exchange Rate Agent and shall be equal to the sum of the amounts obtained by converting each Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by the number of units of the composite currency that would have been so paid had the composite currency not ceased to be so used. (e) All decisions and determinations of an exchange rate agent Exchange Rate Agent regarding the Exchange Rate or conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to subsection (d)(id) (i) above or the conversion of a composite currency into Dollars pursuant to subsection (d)(iid) (ii) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee, any paying agent Paying Agent and all holders Holders of the Debt Securities. If a Foreign Currency (other than a composite currency) in which payment of a series of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the SecurityholdersHolders in the manner provided in Section 106) specifying the last date on which the Foreign Currency was used for the payment of principal of (and premium, if any) or interest on such series of Debt Securities. In the event any composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established or is not available due to circumstances beyond the control of the Company, the Company, after learning thereof, will give notice thereof to the Trustee immediately (and the Trustee promptly thereafter will give notice to the SecurityholdersHolders in the manner provided in Section 106). In the event of any subsequent change in any Component, the Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee promptly thereafter will give notice to the SecurityholdersHolders in the manner provided in Section 106). The Trustee shall be fully justified and protected in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently.