Common use of PAYMENT TO BE IN PROPER CURRENCY Clause in Contracts

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing Resolution, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the Guarantor, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may be, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, Other than as provided herein or in the Authorizing Resolution relating theretoSecurity, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein an Officers’ Certificate or in the related Authorizing Resolutiona supplemental indenture, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principalprincipal of (and premium, premium or interest thereon if any) and interest, if any, on such Security shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery collection by the Trustee, in any currency or currency unit other than that in which such Security is denominated (the Required “Specified Currency”), except to the extent that such tender or recovery shall result in the Trustee timely holding holds for such payment the full amount of the Required Specified Currency then when due and payable. If any such tender or recovery collection is made in a currency other than the Required Specified Currency, the Trustee may take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Specified Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required the Specified Currency then due and payable, payable and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery collection which is not in the Required Specified Currency, or which, when exchanged for the Required Specified Currency by the Trustee, is less than the full amount of Required the Specified Currency then due and payable. Notwithstanding the foregoing, if a Specified Currency is not available to make any payment of principal of (and premium, if any) and interest, if any, on a Security denominated in other than Dollars due to the imposition of exchange controls or other circumstances beyond the Company’s control, the Company shall be entitled to satisfy its obligation by making such payment in Dollars on the basis of the Market Exchange Rate on the date of such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. For any Specified Currency, Market Exchange Rate shall mean the noon buying rate in New York, New York for cable transfers of such Specified Currency as certified for customs purposes by the Federal Reserve Bank of New York.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, Other than as provided herein or in the Authorizing Resolution relating theretoSecurity, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein an Officers' Certificate or in the related Authorizing Resolutiona supplemental indenture, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principalprincipal of (and premium, premium or interest thereon if any) and interest, if any, on such Security shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery collection by the Trustee, in any currency or currency unit other than that in which such Security is denominated (the Required "Specified Currency"), except to the extent that such tender or recovery shall result in the Trustee timely holding holds for such payment the full amount of the Required Specified Currency then when due and payable. If any such tender or recovery collection is made in a currency other than the Required Specified Currency, the Trustee may take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Specified Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required the Specified Currency then due and payable, payable and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery collection which is not in the Required Specified Currency, or which, when exchanged for the Required Specified Currency by the Trustee, is less than the full amount of Required the Specified Currency then due and payable.. Notwithstanding the foregoing, if a Specified Currency is not available to make any payment of principal of (and premium, if any) and interest, if any, on a Security denominated in other than Dollars due to the imposition of exchange controls

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution resolution of the Board of Directors relating thereto, to any currency shall be of the essence. In the case of any Security denominated Except as provided in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing ResolutionSection 2.13, the obligation of the Company or the Guarantor, as the case may be, Issuer to make any payment of principalprincipal of (and premium, premium or if any) and interest thereon on any Security shall not be discharged or satisfied by any tender by the Company or the GuarantorIssuer, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Specified Currency then due and payable. If any such tender or recovery is in a currency other than the Required Specified Currency, the Trustee may (but shall not be required to) take such actions as it considers appropriate to exchange such currency for the Required Specified Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or Issuer, and the Guarantor, as the case may be, the Company or the Guarantor Issuer shall remain fully liable for any shortfall or delinquency in the full amount of Required Specified Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the Company and the Guarantor The Issuer hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Specified Currency, or which, when exchanged for the Required Specified Currency by the Trustee, Trustee is less than the full amount of Required Specified Currency then due and payable. Any costs incurred by or on behalf of the Issuer (other than costs incurred by the Trustee that are passed on to the Issuer as provided above) in connection with the conversion of any Foreign Currency to Dollars pursuant to an election made by a Securityholder in accordance with Section 2.13 shall be borne by the Securityholder making such an election through deduction from payments required to be made to such Securityholder pursuant to the terms of the Security or this Indenture.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in The following provisions of this Section 114 shall apply to the Authorizing Resolution relating thereto, to any currency shall be of the essence. extent permitted by applicable law: In the case of any Security denominated payable in any particular currency or currency unit (the “"Required Currency”) other than United States dollars"), except as otherwise provided herein, therein or in or pursuant to the related Authorizing ResolutionBoard Resolution or supplemental indenture or as contemplated by Section 301, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency or currency unit other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If if any such tender or recovery is made in a currency other than the Required Currency, the Trustee may may, but shall not be obligated to, take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, payable and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in The following provisions of this Section 114 shall apply to the Authorizing Resolution relating thereto, to any currency shall be of the essence. extent permitted by applicable law: In the case of any Security denominated payable in any particular currency or currency unit (the “"Required Currency”) other than United States dollars"), except as otherwise provided herein, therein or in or pursuant to the related Authorizing ResolutionBoard Resolution or supplemental indenture or as contemplated by Section 301, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency or currency unit other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is made in a currency other than the Required Currency, the Trustee may may, but shall not be obligated to, take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, payable and in no circumstances circum stances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference --------------------------------- in any Security, or in the Authorizing Resolution relating thereto, Securities to any currency shall be of the essence. In the case of any Security Securities denominated in any currency (the “"Required Currency”") other than United States dollarsDollars, except as otherwise provided therein or in the related Authorizing Resolutiontherein, the obligation of the Company or applicable Issuer and the Guarantor, as the case may be, Guarantor to make any payment of the principal, premium or interest or any Additional Amounts thereon shall not be discharged or satisfied by any tender by the Company such Issuer or the Guarantor, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or applicable Issuer and the Guarantor, as the case may be, the Company or and such Issuer and the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. In the event of such a shortfall, the Trustee shall make payments on a pro rata basis unless otherwise notified by the Issuer in writing. Each of the Company Issuer and the Guarantor hereby waives waive any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in The following provisions of this Section 114 shall apply to the Authorizing Resolution relating thereto, to any currency shall be of the essence. extent permitted by applicable law: In the case of any Security denominated payable in any particular currency or currency unit (the “"Required Currency”) other than United States dollars"), except as otherwise provided herein, therein or in or pursuant to the related Authorizing ResolutionBoard Resolution or supplemental indenture or as contemplated by Section 301, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency or currency unit other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is made in a currency other than the Required Currency, the Trustee may may, but shall not be obligated to, take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, payable and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any particular currency or currency unit (the “"Required Currency”) other than United States dollars"), subject to applicable law and except as otherwise provided herein, therein or in or pursuant to the related Authorizing Board Resolution, Medium-Term Debt Securities Certificate or supplemental indenture, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency or currency unit other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee Trustee's timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is made in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully be liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of the Required Currency then due and payablepayable Section 116. Language of Notices, etc. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “"Required Currency”") other than United States dollars, except as otherwise provided therein or in the related Authorizing Resolution, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.. ARTICLE TWO--SECURITY FORMS

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any particular currency or currency unit (the “"Required Currency”) other than United States dollars"), subject to applicable law and except as otherwise provided herein, therein or in or pursuant to the related Authorizing Board Resolution, Medium- Term Debt Securities Certificate or supplemental indenture, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency or currency unit other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee Trustee's timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is made in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully be liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of the Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution resolution of the Board of Directors, Officer’s Certificate or supplemental indenture relating thereto, to any currency shall be of the essence. In the case of any Security denominated Except as provided in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing ResolutionSection 2.13, the obligation of the Company or the Guarantor, as the case may be, Issuer to make any payment of principalprincipal of (and premium, premium or if any) and interest thereon on any Security shall not be discharged or satisfied by any tender by the Company or the GuarantorIssuer, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Specified Currency then due and payable. If any such tender or recovery is in a currency other than the Required Specified Currency, the Trustee may (but shall not be required to) take such actions as it considers appropriate to exchange such currency for the Required Specified Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or Issuer, and the Guarantor, as the case may be, the Company or the Guarantor Issuer shall remain fully liable for any shortfall or delinquency in the full amount of Required Specified Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the Company and the Guarantor The Issuer hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Specified Currency, or which, when exchanged for the Required Specified Currency by the Trustee, Trustee is less than the full amount of Required Specified Currency then due and payable. Any costs incurred by or on behalf of the Issuer (other than costs incurred by the Trustee that are passed on to the Issuer as provided above) in connection with the conversion of any Foreign Currency to Dollars pursuant to an election made by a holder in accordance with Section 2.13 shall be borne by the holder making such an election through deduction from payments required to be made to such holder pursuant to the terms of the Security or this Indenture.

PAYMENT TO BE IN PROPER CURRENCY. (a) Each reference in any Security, or in the Authorizing Board Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing Board Resolution, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon or Additional Amounts with respect thereto shall not be discharged or satisfied by any tender by the Company or the Guarantor, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may be, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the TrusteeTrustee at the written direction of the Company or the Guarantor, is less than the full amount of Required Currency then due and payable. (b) If for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series from the Required Currency into a currency in which a judgment will be rendered, the rate of exchange used shall be the spot rate of exchange for such currency as determined by the Company or by an authorized exchange rate agent and evidenced to the Trustee by an Officers’ Certificate on the day on which final unappealable judgment is entered, unless such day is not a Business Day in The City of New York, then, to the extent permitted by applicable law, the rate of exchange used shall be the spot rate of exchange for such currency as determined by the Company or by an authorized exchange rate agent and evidenced to the Trustee by an Officers’ Certificate on the Business Day in The City of New York preceding the day on which a final unappealable judgment is entered. The Company shall be responsible for arranging the conversion of a judgment from Swiss Francs into US Dollars.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution resolution of the Board of Directors, Officer’s Certificate or supplemental indenture relating thereto, to any currency shall be of the essence. In the case of any Security denominated Except as provided in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing ResolutionSection 2.13, the obligation of the Company or the Guarantor, as the case may be, Issuer to make any payment of principalprincipal of (and premium, premium or if any) and interest thereon on any Security shall not be discharged or satisfied by any tender by the Company or the GuarantorIssuer, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Specified Currency then due and payable. If any such tender or recovery is in a currency other than the Required Specified Currency, the Trustee may (but shall not be required to) take such actions as it considers appropriate to exchange such currency for the Required Specified Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or Issuer, and the Guarantor, as the case may be, the Company or the Guarantor Issuer shall remain fully liable for any shortfall or delinquency in the full amount of Required Specified Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the Company and the Guarantor The Issuer hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Specified Currency, or which, when exchanged for the Required Specified Currency by the Trustee, Trustee is less than the full amount of Required Specified Currency then due and payable. Any costs incurred by or on behalf of the Issuer (other than costs incurred by the Trustee that are passed on to the Issuer as provided above) in connection with the conversion of any Foreign Currency to Dollars pursuant to an election made by a Holder in accordance with Section 2.13 shall be borne by the Holder making such an election through deduction from payments required to be made to such Holder pursuant to the terms of the Security or this Indenture.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing Resolution, the The obligation of the Company or the Guarantor, as the case may be, to make any payment of principalprincipal of (and premium, premium or if any) and interest thereon on any Security shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the GuarantorCompany, as the case may be, and the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.. Any costs incurred by or on behalf of the Company (other than costs incurred by the Trustee that are passed on to the Company as provided above) in connection with the conversion of Dollars to any Foreign Currency pursuant to an election made by a Holder in accordance with

PAYMENT TO BE IN PROPER CURRENCY. Each reference in --------------------------------- any Security, or in the Authorizing Resolution relating thereto, Securities to any currency shall be of the essence. In the case of any Security Securities denominated in any currency (the “"Required Currency”") other than United States dollarsDollars, except as otherwise provided therein or in the related Authorizing Resolutiontherein, the obligation of the Company or applicable Issuer and the Guarantor, as the case may be, Guarantor to make any payment of the principal, premium or interest or any Additional Amounts thereon shall not be discharged or satisfied by any tender by the Company such Issuer or the Guarantor, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or applicable Issuer and the Guarantor, as the case may be, the Company or and such Issuer and the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. In the event of such a shortfall, the Trustee shall make payments on a pro rata basis unless otherwise notified by the Issuer in writing. Each of the Company Issuer and the Guarantor hereby waives waive any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. (a) Each reference in any Security, or in the Authorizing Board Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing Board Resolution, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon or Additional Amounts with respect thereto shall not be discharged or satisfied by any tender by the Company or the Guarantor, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may be, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the TrusteeTrustee at the written direction of the Company or the Guarantor, is less than the full amount of Required Currency then due and payable. (b) If for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series from the Required Currency into a currency in which a judgment will be rendered, the rate of exchange used shall be the spot rate of exchange for such currency as determined by the Company or by an authorized exchange rate agent and evidenced to the Trustee by an Officer's Certificate on the day on which final unappealable judgment is entered, unless such day is not a Business Day in The City of New York, then, to the extent permitted by applicable law, the rate of exchange used shall be the spot rate of exchange for such currency as determined by the Company or by an authorized exchange rate agent and evidenced to the Trustee by an Officer's Certificate on the Business Day in The City of New York preceding the day on which a final unappealable judgment is entered. The Company shall be responsible for arranging the conversion of such a judgment from Swiss Francs into US Dollars.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in --------------------------------- any Security, or in the Authorizing Resolution relating thereto, Securities to any currency shall be of the essence. In the case of any Security Securities denominated in any currency (the “"Required Currency”") other than United States dollarsDollars, except as otherwise provided therein or in the related Authorizing Resolutiontherein, the obligation of the Company or applicable Issuer and the Guarantor, as the case may be, Guarantor to make any payment of the principal, premium or interest or any Additional Amounts thereon shall not be discharged or satisfied by any tender by the Company such Issuer or the Guarantor, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or applicable Issuer and the Guarantor, as the case may be, the Company or and such Issuer and the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the Company Issuer and the Guarantor hereby waives waive any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in The following provisions of this Section 114 shall apply to the Authorizing Resolution relating thereto, to any currency shall be of the essence. extent permitted by applicable law: In the case of any Security denominated payable in any particular currency or currency unit (the “"Required Currency”) other than United States dollars"), except as otherwise provided herein, therein or in or pursuant to the related Authorizing ResolutionBoard Resolution or supplemental indenture or as contemplated by Section 301, the obligation of the Company or the Guarantor, as the case may be, to make any payment of principal, premium or interest thereon shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency or currency unit other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is made in a currency other than the Required Currency, the Trustee may may, but shall not be obligated to, take such actions as it considers appropriate to exchange such other currency or currency unit for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the Guarantor, as the case may beCompany, the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of the Required Currency then due and payable, payable and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Re quired Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

PAYMENT TO BE IN PROPER CURRENCY. Each reference in any Security, or in the Authorizing Resolution relating thereto, to any currency shall be of the essence. In the case of any Security denominated in any currency (the “Required Currency”) other than United States dollars, except as otherwise provided therein or in the related Authorizing Resolution, the The obligation of the Company or the Guarantor, as the case may be, to make any payment of principalprincipal of (and premium, premium or if any) and interest thereon on any Security shall not be discharged or satisfied by any tender by the Company or the GuarantorCompany, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company or the GuarantorCompany, as the case may be, and the Company or the Guarantor shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. Each of the The Company and the Guarantor hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable. Any costs incurred by or on behalf of the Company (other than costs incurred by the Trustee that are passed on to the Company as provided above) in connection with the conversion of Dollars to any Foreign Currency pursuant to an election made by a Holder in accordance with Section 2.11(a) shall be borne by the Holder making such an election through deduction from payments required to be made to such Holder pursuant to the terms of this Indenture.