Common use of Payments and Paying Agencies Clause in Contracts

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest on this Note shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debt. (b) The Person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive from the Trustee (or the Paying Agent if the Paying Agent is not the Trustee) the principal of, Additional Amounts (if any) and/or interest payable by the close of business on such Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent there is a default in the payment of the principal of, Additional Amounts (if any) and/or interest due on such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”), which shall not be less than five days preceding the date of payment of such defaulted principal, Additional Amounts (if any) and/or interest, established by a notice given by the Trustee to the registered owners of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Date, such shorter period. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month (in case of an early redemption or repayment), the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (including the first Interest Payment Date) will be equal to one half of the annual interest rate.

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest on this Note shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debt. (b) The Person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive from the Trustee (or the Paying Agent if the Paying Agent is not the Trustee) the principal of, Additional Amounts (if any) and/or interest payable by the close of business on such Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent there is a default in the payment of the principal of, Additional Amounts (if any) and/or interest due on such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”), which shall not be less than five days preceding the date of payment of such defaulted principal, Additional Amounts (if any) and/or interest, established by a notice given by the Trustee to the registered owners of the Notes in accordance with Section 13.4(b11.4(b) (Notices) of the Indenture not less than 15 days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Date, such shorter period. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month (in case of an early redemption or repayment), the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (including the first Interest Payment Date) will be equal to one half of the annual interest rate.

Payments and Paying Agencies. (a) The In order to provide for the payment of principal of, Additional Amounts (if any), of and interest on this Note the Notes as and when the same shall be made exclusively in immediately available funds become due and payable, the Issuer will pay to the Fiscal Agent on or before each Interest Payment Date or the Final Maturity or any date fixed for redemption of the Notes, in such coin or currency of the United States of America which, as at the respective dates time of payment thereof, is shall be legal tender for the payment of public and private debtdebts, an amount in immediately available funds which (together with any funds then held by any Paying Agent or the Registrar and available for this purpose) shall be sufficient to pay the interest or principal or both, as the case may be, becoming due on such date; provided, however, that if such date is not a Business Day, the Issuer shall make such payment on the next succeeding Business Day. A “Business Day” is any day which is not, in London, England, New York City, or the place or payment of such interest or principal a Saturday, Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law to close. All sums payable to the Fiscal Agent hereunder shall be paid to such account and with such bank as the Fiscal Agent may from time to time notify to the Issuer and the Guarantor reasonably in advance of the time such sum is due and payable. (b1) Payment of interest and principal with respect to interests in Notes issued in the form of Global Notes will be credited to the account of the holders of such interests with The Depository Trust Company (“DTC”). (2) Principal of any Note issued in the form of a Definitive Note will be payable against surrender of such Note at the office of the Registrar or any Paying Agent or, subject to applicable laws and regulations, in such other place or places as are designated by the Issuer and the Guarantor, by dollar check drawn on, or by transfer to a dollar account maintained by the registered holder of such Note with, a bank located in New York City. Payment of interest on such Note will be made (i) by a dollar check drawn on a bank in New York City mailed to the registered holder of such Note at such holder’s registered address or (ii) upon application by a registered holder of at least $1,000,000 aggregate principal amount of Notes to the Registrar or any Paying Agent not later than the relevant Record Date, by wire transfer in immediately available funds to a dollar account maintained by such holder with a bank in New York City. (c) Payment of interest on the Notes will be made to the Person in whose name any such Note is registered at the close of business on any Regular the Record Date with respect to any Interest Payment Date shall be entitled to receive from next preceding the Trustee (or the Paying Agent if the Paying Agent is not the Trustee) the principal of, Additional Amounts (if any) and/or interest payable by the close of business on such relevant Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular the Record Date and prior to such Interest Payment Date; provided, however, that provided that: (i) interest payable at the Final Maturity will be payable to the Person to whom principal shall be payable; and (ii) if and to the extent there is a the Issuer shall default in the payment of the principal of, Additional Amounts (if any) and/or interest due on such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest shall be paid to the Persons in whose names Outstanding the Notes are registered at the close of business on a subsequent record date (each established by notice given by mail by or on behalf of the Issuer to the registered holders of Notes not less than 15 days preceding such subsequent record date, a “Special Record Date”), which shall such record date to be not be less than five 10 days preceding the date of payment of such defaulted principal, Additional Amounts (if any) and/or interest, established by a notice given by the Trustee to the registered owners of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Date, such shorter period. (cd) If The Issuer and the Guarantor have initially appointed the Paying Agents, the Transfer Agent and the Registrar for the Notes as stated above. The Issuer and the Guarantor may at any date time appoint additional or other paying agents, transfer agents and registrars and terminate the appointment thereof; provided that while the Notes are outstanding, the Issuer will maintain in New York City and London, England so long as the Notes are admitted to trading on the Irish Stock Exchange’s market for listed securities, an office or agency for the payment of principal ofof and interest on this Note as herein provided. Notice of any such termination or appointment and of any change in the office through which any paying agent, Additional Amounts transfer agent or registrar will act will be promptly given once in the manner described in Section 10 herein. (if anye) All monies paid by the Issuer and the Guarantor to the Fiscal Agent for payment of the principal of or interest on the Notes is not a Business Day, any Note and remaining unclaimed for two years after such payment has been made shall be due on repaid to the first Business Day thereafter. Any Issuer and the Guarantor, and, to the extent permitted by law, the registered holder of such Note thereafter may look only to the Issuer or the Guarantor for payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such datethereof. (df) Interest Should the Issuer at any time default in the payment of any principal of this Note, the Issuer will pay interest on the Notes will be computed on amount in default at the basis rate of a 360-day year comprised of twelve 30-day months and, in interest borne by the case of an incomplete month (in case of an early redemption or repayment), the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (including the first Interest Payment Date) will be equal to one half of the annual interest rateNotes.

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest on this Note shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debt. (b) The Person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive from the Trustee (or the Paying Agent if the Paying Agent is not the Trustee) the principal of, Additional Amounts (if any) and/or interest payable by the close of business on such Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent there is a default in the payment of the principal of, Additional Amounts (if any) and/or interest due on such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”), which shall not be less than five days preceding the date of payment of such defaulted principal, Additional Amounts (if any) and/or interest, established by a notice given by the Trustee to the registered owners of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Date, such shorter period. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month (in case the event of an early redemption or repayment), or incomplete interest period, the actual number of days elapsedelapsed on an actual/365-day count basis. Interest The interest payable on any semi- annual Interest Payment Date (including upon the first Interest Payment Date) Date following the Issue Date will be equal to one half of the annual interest ratecomputed and paid on an actual/365-day count basis.

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest All payments on this Note the Securities shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, as at the respective dates time of payment thereof, is shall be legal tender for the payment of public and private debtdebts. (bi) The Person Principal of this Security and interest due at maturity will be payable against surrender of such Security at the Corporate Trust Office of the Trustee in New York City in immediately available funds by [denomination] check drawn on, or by transfer to a [denomination] account maintained by the registered Holder with, a bank located in the United States. (ii) Payment of interest (including Additional Amounts) on this Security will be made to the persons in whose name any Note such Security is registered at the end of the close of business on any the Regular Record Date with respect to any Interest Payment Date Date, which shall be entitled the end of the ___ day next preceding the date on which interest is to receive from the Trustee be paid whether or not such day is a Business Day (or the Paying Agent if the Paying Agent is not the Trustee) the principal ofas defined below), Additional Amounts (if any) and/or interest payable by the close of business on such Interest Payment Date notwithstanding the cancellation of such Note Security upon any transfer or exchange thereof subsequent to such Regular the Record Date and prior to such interest payment date. Any interest on and any Additional Amounts with respect to the Securities which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date; provided, however, that if and Date for such Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the extent there is a default Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in the each case, as provided in clause (A) or (B) below: (A) The Company may elect to make payment of any Defaulted Interest to the principal of, Additional Amounts (if any) and/or interest due on Person in whose name such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest Security shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”)” for the payment of such Defaulted Interest, which shall not be less than five days preceding fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such defaulted principalDefaulted Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, Additional Amounts in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to the Holders (if anyor holders of a predecessor security of their Securities) and/or interestat their addresses as they appear in the Security Register not less than ten days prior to such Special Record Date. The Trustee shall, established at the instruction of the Company, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Security (or Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (B). (B) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by a such exchange, if, after notice given by the Trustee Company to the registered owners Trustee of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior proposed payment pursuant to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Datethis clause, such shorter periodpayment shall be deemed practicable by the Trustee. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment Interest shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 12 30-day months and, in the case of an incomplete month (in case of an early redemption or repayment), the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (including the first Interest Payment Date) will be equal to one half of the annual interest ratemonths.

Payments and Paying Agencies. (a) The In order to provide for the payment of principal of, Additional Amounts (if any), of and interest on this Note the Notes as the same shall be made exclusively become due and payable, the Issuer or Exide Parent (in immediately available funds and the event Exide Parent is obligated to make payments in respect of the Notes) shall pay to the Paying Agents on or before each Interest Payment Date or the Stated Maturity or any date fixed for redemption of the Notes in such coin or currency of the United States Federal Republic of America which, Germany as at the respective dates of payment thereof, is time shall be legal tender for the payment of public and private debt. debts, an amount in immediately available funds which (btogether with any funds then held by any Paying Agent or Registrar and available for this purpose) The Person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled sufficient to receive from pay the Trustee (interest or principal or both, as the Paying Agent if the Paying Agent is not the Trustee) the principal ofcase may be, Additional Amounts (if any) and/or interest payable by the close of business becoming due on such Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Datedate; provided, however, that if and to the extent there is a default in the payment of the principal of, Additional Amounts (if any) and/or interest due on such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”), which shall not be less than five days preceding the date of payment of such defaulted principal, Additional Amounts (if any) and/or interest, established by a notice given by the Trustee to the registered owners of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Date, such shorter period. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, the Issuer shall make such payment on the next succeeding Business Day. All sums payable to the Paying Agents hereunder shall be paid to such account and with such bank as the U.S. Paying Agent and DM Paying Agent may from time to time notify to the Issuer or Exide Parent reasonably in advance of the time such sum is due and payable. (1) Payment of interest and principal with respect to interests in Global Notes will be credited to the account of the holders of such interests with Deutscher Kassenverein AG ("DKV"), The Depository Trust Company ("DTC"), Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel Bank"), as the case may be. (A) Any person holding beneficial interests in the Global Registered Note (a "Registered Note Holder") shall receive payments of principal and interest in respect of the Notes in U.S. dollars, unless such Registered Note Holder elects to receive payments in Deutsche marks in accordance with the procedures set forth below. To the extent that the Registered Note Holders shall not have made such election in respect of any payment of principal or interest, the aggregate amount designated for all such Registered Note Holders in respect of such payment (the "DM Conversion Amount") shall be credited to the U.S. Paying Agent's account and converted by the U.S. Paying Agent into U.S. dollars and paid by wire transfer of same-day funds to the registered holder of the Global Registered Note for payment through DTC's settlement system to the relevant DTC Participants. All costs of any such conversion and wire transfer shall be deducted from such payments. Any such conversion shall be based on The Bank of New York bid quotation, at or prior to 11.00 a.m. New York time, on the first second New York Business Day thereafter(as defined below) preceding the relevant payment date, for the purchase by the U.S. Paying Agent of the DM Conversion Amount of U.S. dollars for settlement on such payment date. Any If such bid quotation is not available for any reason, the U.S. Paying Agent shall endeavor to obtain a bid quotation from the leading foreign exchange bank in New York City selected by the U.S. Paying Agent for such purpose. If no bid quotation from a leading foreign exchange bank is available, payment of the DM Conversion Amount will be made in Deutsche marks to the account or accounts specified by DTC to the U.S. Paying Agent. (B) In addition to acting in its capacity as U.S. Paying Agent, The Bank of New York may act as a foreign exchange dealer for purposes of converting Deutsche marks to U.S. dollars as described in Section 2(b)(1)(A) hereof and, when acting as a foreign exchange dealer, will derive profits from such activities in addition to the fees earned by it for its services as Paying Agent, Registrar and U.S. Paying Agent. Each such conversion will be made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is dueterms, conditions, and no interest shall accrue for charges not inconsistent with the period after such dateterms of the Notes as The Bank of New York may from time to time establish in accordance with its regular foreign exchange practices, and subject to applicable U.S. law and regulations. (dC) Interest A Registered Note Holder may elect to receive payment of principal and interest with respect to the Notes in Deutsche marks by causing DTC through the relevant DTC participant to notify the U.S. Paying Agent by the time specified below of (i) such Registered Note Holder's election to receive all or a portion of such payment in Deutsche marks and (ii) wire transfer instructions to a Deutsche xxxx account in Germany. Such election in respect of any payment must be made by the Registered Note Holder at the time and in the manner required by the DTC procedures applicable from time to time and shall, in accordance with such procedures, be irrevocable and shall relate only to such payment. DTC notifications of such election, wire transfer instructions and the amount payable in Deutsche marks must be received by the U.S. Paying Agent prior to 5:00 p.m. New York time on the Notes will be computed on fifth New York Business Day following the basis of a 360-day year comprised of twelve 30-day months and, relevant record date in the case of an incomplete month interest, and prior to 5:00 p.m. New York time on the tenth day prior to the payment date for the payment of principal. Any payments in Deutsche marks shall be made by wire transfer of same-day funds to Deutsche xxxx accounts designated by DTC. (D) Payments by DTC Participants and Indirect DTC Participants (as defined below) to owners of beneficial interest in the Global Registered Notes will be governed by standing instructions and customary practices, as is now the case with securities held by the accounts of an early redemption customers registered in "street name" and will be the responsibility of the DTC Participants or repayment)Indirect DTC Participants. Neither Paying Agent will have any responsibility or liability for any aspect of the records of DTC relating to or payments made by DTC on account of beneficial interests in the Global Registered Note or for maintaining, supervising or reviewing any records of DTC relating to such beneficial interests. (E) Any person holding co-ownership interests in the actual number Global Bearer Note shall receive payments of days elapsed. Interest payable principal and interest in respect of the Notes in Deutsche marks through DKV in accordance with the ordinary procedures therefor of DKV and its participants, including Euroclear and Cedel Bank. (2) (A) Payment of principal of and interest and Additional Amounts, if any, on any semi- annual Interest Payment Date the Definitive Notes (including the first Interest Payment Dateinterest on amounts in default) will be equal to one half made against surrender of the annual Definitive Notes or Coupons, as the case may be, on or after the relevant payment date at the specified office of either of the Paying Agents, at the Holder's option, by transfer to a Deutsche xxxx account maintained by the Holder with, or by a Deutsche xxxx cheque drawn on, a bank in Germany. No payment of principal of or interest rateor Additional Amounts on the Definitive Notes will be made to an address in the United States or by transfer to a bank account in the United States.

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest on this Note shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debt. (b) The Person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive from the Trustee (or the Paying Agent if the Paying Agent is not the Trustee) the principal of, Additional Amounts (if any) and/or interest payable by the close of business on such Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent there is a default in the payment of the principal of, Additional Amounts (if any) and/or interest due on such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”), which shall not be less than five days preceding the date of payment of such defaulted principal, Additional Amounts (if any) and/or interest, established by a notice given by the Trustee to the registered owners of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Date, such shorter period. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month (in case of an early redemption or repayment), the actual number of days elapsedelapsed on an actual/365-day count basis. Interest The interest payable on any semi- annual Interest Payment Date (including upon the first Interest Payment Date) Date following the Issue Date will be equal to one half of the annual interest ratecomputed and paid on an actual/365-day count basis.

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest All payments on this Note the Securities shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, as at the respective dates time of payment thereof, is shall be legal tender for the payment of public and private debtdebts. (bi) The Person Principal of this Security and interest due at maturity will be payable against surrender of such Security at the Corporate Trust Office of the Trustee in New York City in immediately available funds by a U.S. dollar check drawn on, or by transfer to a U.S. dollar account maintained by the registered Holder with, a bank located in the United States. (ii) Payment of interest (including Additional Amounts) on this Security will be made to the persons in whose name any Note such Security is registered at the end of the close of business on any the Regular Record Date with respect to any Interest Payment Date Date, which shall be entitled the end of the 15th calendar day next preceding the date on which interest is to receive from the Trustee (be paid whether or the Paying Agent if the Paying Agent not such day is not the Trustee) the principal ofa Business Day, Additional Amounts (if any) and/or interest payable by the close of business on such Interest Payment Date notwithstanding the cancellation of such Note Security upon any transfer or exchange thereof subsequent to the Record Date and before such interest payment date. Any interest on and any Additional Amounts with respect to the Securities which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and prior such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (A) or (B) below: (A) The Company may elect to such make payment of any Defaulted Interest Payment Date; provided, however, that if and to the extent there is a default Person in the payment of the principal of, Additional Amounts (if any) and/or interest due on whose name such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest Security shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”)” for the payment of such Defaulted Interest, which shall not be less than five days preceding fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or before the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such defaulted principalDefaulted Interest which shall be not more than 15 days and not less than ten days before the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, Additional Amounts in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to the Holders (if anyor holders of a predecessor security of their Securities) and/or interestat their addresses as they appear in the Security Register not less than ten days before such Special Record Date. The Trustee shall, established at the instruction of the Company, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Security (or Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (B). (B) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by a such exchange, if, after notice given by the Trustee Company to the registered owners Trustee of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior proposed payment pursuant to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Datethis clause, such shorter periodpayment shall be deemed practicable by the Trustee. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment Interest shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 12 30-day months and, in the case of an incomplete month (in case of an early redemption or repayment), the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (including the first Interest Payment Date) will be equal to one half of the annual interest ratemonths.

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest All payments on this Note the Securities shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, as at the respective dates time of payment thereof, is shall be legal tender for the payment of public and private debtdebts. (bi) The Person Principal of this Security and interest due at maturity will be payable against surrender of such Security at the Corporate Trust Office of the Trustee in New York City in immediately available funds by [denomination] check drawn on, or by transfer to a [denomination] account maintained by the registered Holder with, a bank located in the United States. (ii) Payment of interest (including Additional Amounts) on this Security will be made to the persons in whose name any Note such Security is registered at the end of the close of business on any the Regular Record Date with respect to any Interest Payment Date Date, which shall be entitled the end of the day next preceding the date on which interest is to receive from the Trustee be paid whether or not such day is a Business Day (or the Paying Agent if the Paying Agent is not the Trustee) the principal ofas defined below), Additional Amounts (if any) and/or interest payable by the close of business on such Interest Payment Date notwithstanding the cancellation of such Note Security upon any transfer or exchange thereof subsequent to such Regular the Record Date and prior to such interest payment date. Any interest on and any Additional Amounts with respect to the Securities which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date; provided, however, that if and Date for such Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the extent there is a default Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in the each case, as provided in clause (A) or (B) below: (A) The Company may elect to make payment of any Defaulted Interest to the principal of, Additional Amounts (if any) and/or interest due on Person in whose name such Interest Payment Date, such defaulted principal, Additional Amounts (if any) and/or interest Security shall be paid to the Persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”)” for the payment of such Defaulted Interest, which shall not be less than five days preceding fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such defaulted principalDefaulted Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, Additional Amounts in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to the Holders (if anyor holders of a predecessor security of their Securities) and/or interestat their addresses as they appear in the Security Register not less than ten days prior to such Special Record Date. The Trustee shall, established at the instruction of the Company, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Security (or Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (B). (B) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by a such exchange, if, after notice given by the Trustee Company to the registered owners Trustee of the Notes in accordance with Section 13.4(b) (Notices) of the Indenture not less than 15 days prior proposed payment pursuant to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Datethis clause, such shorter periodpayment shall be deemed practicable by the Trustee. (c) If any date for the payment of principal of, Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment Interest shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 12 30-day months and, in the case of an incomplete month (in case of an early redemption or repayment), the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (including the first Interest Payment Date) will be equal to one half of the annual interest ratemonths.

Payments and Paying Agencies. (a) The principal of, Additional Amounts (if any), and interest All payments on this Note xx.xx Security shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, at the respective dates time of payment thereofpayment, is legal tender for the payment of public and private debtdebts. (b) The Person in whose name any Note Security is registered at the close of business on any Regular Record Date with respect to any Interest Scheduled Payment Date shall be entitled to receive from the Trustee (or the Paying Agent if the Paying Agent is not the Trustee) the principal ofprincipal, Additional Amounts premium (if any) and/or interest payable by the close of business on such Interest Scheduled Payment Date notwithstanding the cancellation of such Note Security upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Scheduled Payment Date; provided, however, that if and to the extent there is a default in the payment of the principal ofprincipal, Additional Amounts premium (if any) and/or interest due on such Interest Scheduled Payment Date, such defaulted principal, Additional Amounts premium (if any) and/or interest shall be paid to the Persons in whose names Outstanding Notes Securities are registered at the close of business on a subsequent date (each such date, a “''Special Record Date”"), which shall not be less than five (5) days preceding the date of payment of such defaulted principal, Additional Amounts premium (if any) and/or interest, established by a notice given mailed by the Trustee to the registered owners of the Notes Securities in accordance with Section 13.4(b) (Notices12.5(b) of the Indenture not less than 15 fifteen (15) days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Payment Date, such shorter period. (c) If any date for the payment of principal of, Additional Amounts premium (if any) or interest on the Notes Securities is not a Business Day, such payment shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and ·effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will shall be computed calculated on the basis of a 360-day year comprised of twelve 30-day months andmonths. (e) Whenever in this Security there is a reference, in any context, to the case payment of tile principal of. premium, if any, or interest on, or in respect of, any Security, such reference shall be deemed to include a reference to the payment of additional interest upon an incomplete month (Illiquidity Event payable as described in case the Registration Rights Agreement to the extent that, in such context, additional interest is, were or would be payable in respect of an early redemption or repayment), this Security pursuant to the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (including the first Interest Payment Date) will be equal to one half of the annual interest rateRegistration Rights Agreement.

Payments and Paying Agencies. (a) The principal of, Make-Whole Premiums (if any), Additional Amounts (if any), and interest on this Note shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debt. (b) The Person person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Scheduled Payment Date shall be entitled to receive from the Trustee (or the Paying Agent if the Paying Agent is not the Trustee) the principal of, Make-Whole Premiums (if any), Additional Amounts (if any) and/or interest payable by the close of business on such Interest Scheduled Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Scheduled Payment Date; provided, however, that if and to the extent there is a default in the payment of the principal of, Make-Whole Premiums (if any), Additional Amounts (if any) and/or interest due on such Interest Scheduled Payment Date, such defaulted principal, Make-Whole Premiums (if any), Additional Amounts (if any) and/or interest shall be paid to the Persons persons in whose names Outstanding Notes are registered at the close of business on a subsequent date (each such date, a “Special Record Date”), which shall not be less than five days preceding the date of payment of such defaulted principal, Make-Whole Premiums (if any), Additional Amounts (if any) and/or interest, established by a notice given by the Trustee to the registered owners of the Notes in accordance with Section 13.4(b11.4(b) (Notices) of the Indenture not less than 15 days prior to the Special Record Date or, if the Special Record Date is less than 15 days after the applicable Interest Scheduled Payment Date, such shorter period. (c) If any date for the payment of principal of, Make-Whole Premiums (if any), Additional Amounts (if any) or interest on the Notes is not a Business Day, such payment shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest shall accrue for the period after such date. (d) Interest on the Notes will shall be computed on the basis of a 360-day year comprised of twelve 30-day months andmonths; provided that with respect to the interest period from the Closing Date to the first Scheduled Payment, in interest on the case Notes shall be computed on the basis of an incomplete month (in case a year of an early redemption or repayment), 365 days and payable for the actual number of days elapsed. Interest payable on any semi- annual Interest Payment Date (elapsed from and including the Closing Date to but excluding the first Interest Scheduled Payment Date) will be equal to one half of the annual interest rate.