Common use of Payments at Stated Maturity Clause in Contracts

Payments at Stated Maturity. On or about the first Business Day of each month, the DTC Agent will deliver to the Company and DTC a written list of principal and interest to be paid on each Global Security maturing in the following month. The Company, DTC and the DTC Agent will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Stated Maturity of such Global Security. The Company will pay to the Paying Agent the principal amount of such Global Security, together, with interest due at such Stated Maturity. The Paying Agent will pay such amount to DTC at the times and in the manner set forth below under “Manner of Payment”. Promptly after payment to DTC of the principal and interest due at the Stated Maturity of such Global Security, the Paying Agent will cancel such Global Security and deliver it to the Company with an appropriate debit advice. Manner of Payment. The total amount of any principal and interest due on Global Securities on any Interest Payment Date or at Stated Maturity shall be paid by the Company to the Paying Agent in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Paying Agent to withdraw funds from an account maintained by the Company. The Company will confirm any such instructions in writing to the Paying Agent. For Stated Maturity, redemption and other principal payments, the Paying Agent will pay, prior to 10:00 A.M. (New York City time) on such date or as soon as possible thereafter, by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such date. Thereafter on such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Security are recorded in the book-entry system maintained by DTC. Payments of interest shall be made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of the Company, the Paying Agent or the DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the applicable Trustee on or prior to the fifth Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per $1,000 face amount. In the event that the applicable Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directly.

Payments at Stated Maturity. On or about the first Business Day of each month, the DTC Agent State Street will deliver to the Company and DTC and, if requested by DTC, to DTC, a written list of principal and interest to be paid on each Global Security maturing (on a Stated Maturity Redemption or Repayment Date or otherwise) in the following month. The CompanyState Street, the Company and DTC and the DTC Agent will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Stated Maturity of such Global Security. The Company will pay to the State Street, as Paying Agent Agent, the principal amount of such of such Global Security, together, together with interest due at such Stated Maturity. The Paying Agent State Street will pay such amount to DTC at the times and in the manner set forth below under “"Manner of Payment”". If any Stated Maturity of a Global Security representing EXHIBIT A Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Stated Maturity. Promptly after payment to DTC of the principal and interest due at the Stated Maturity of such Global Security, State Street, as the Paying Agent Authenticating Agent, will cancel such Global Security in accordance with the Indenture and so advise the Company. On the first Business Day of each month, State Street will deliver it to the Company with an appropriate debit adviceTrustee a written statement indicating the total principal amount of Outstanding Global Securities as of the immediately preceding Business Day. Manner of Payment. The total amount of any principal and interest due on Global Securities on any Interest Payment Date or at Stated Maturity shall be paid by the Company to the Paying Agent State Street in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Paying Agent State Street to withdraw funds from an account maintained by the CompanyCompany at State Street or by wire transfer to State Street. The Company will confirm any such instructions in writing to the Paying AgentState Street. For Stated Maturity, redemption and other principal payments, the Paying Agent will pay, prior Prior to 10:00 10 A.M. (New York City time) on such the date of Stated Maturity or as soon as possible thereafter, State Street will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such date. On each Interest Payment Date (other than at Stated Maturity) interest payments shall be made to DTC in funds available for immediate use by DTC in accordance with existing arrangements between State Street and DTC. Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Security Securities are recorded in the book-entry system maintained by DTC. Payments of interest shall be made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of the CompanyCompany (as issuer or as paying agent), the Paying Agent Trustee or the DTC Agent State Street shall have any direct responsibility or EXHIBIT A liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the applicable Trustee on or prior to the fifth Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per $1,000 face amount. In the event that the applicable Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directly.

Payments at Stated Maturity. On or about the first Business Day of each month, the DTC Agent Trustee will deliver to the Company and DTC the Depositary a written list of principal principal, premium, if any, and interest to be paid on each Global Book-Entry Security maturing either at Stated Maturity or on a Redemption Date or repayment date in the following month. The CompanyTrustee, DTC the Company and the DTC Agent Depositary will confirm the amounts of such principal principal, premium (if any) and interest payments with respect to each such Global Book-Entry Security on or about the fifth Business Day preceding the Stated Maturity of such Global Book-Entry Security. The At such Stated Maturity, the Company will pay to the Paying Agent Trustee, and the Trustee in turn will pay to the Depositary, the principal amount of such Global Book-Entry Security, together, together with interest and premium, if any, due at such Stated Maturity. The Paying Agent will pay such amount to DTC , at the times and in the manner set forth below under “"Manner of Payment”. ." Promptly after payment to DTC the Depositary of the principal principal, interest and interest premium, if any, due at the Stated Maturity of such all Book-Entry Securities represented by a particular Global SecurityCertificate, the Paying Agent Trustee will cancel such Global Security and deliver it to Certificate, make appropriate entries in its records and, unless otherwise instructed by the Company with an appropriate debit adviceCompany, destroy such Global Certificate. Manner of PaymentMANNER OF PAYMENT. The total amount of any principal principal, premium and interest due on Global Book-Entry Securities on any Interest Payment Date or at Stated Maturity shall be paid by the Company to the Trustee, as Paying Agent Agent, in funds immediately available funds no later than for use by the Trustee as of 9:30 A.M. (a.m., New York City time) , on such date. The Company will make such payment on such Global Book-Entry Securities by wire transfer to the Trustee or by instructing the Paying Agent Trustee to withdraw funds from an account maintained by the CompanyCompany at the Trustee. The Company will confirm any such instructions in writing to the Paying AgentTrustee. For Stated Maturitymaturity, redemption and other principal payments, the Paying Agent will pay, prior to 10:00 A.M. (a.m., New York City time) , on each Stated Maturity or other such date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTCthe Depositary) to an account at the Federal Reserve Bank of New York previously specified by DTCthe Depositary, in funds available for immediate use by DTCthe Depositary, each payment of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Book-Entry Securities on such date; and for interest payments, the Trustee will pay the Depositary in same day funds on the Interest Payment Date in accordance with existing arrangements between the Trustee and the Depositary. Thereafter on each such date, DTC the Depositary will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the such Book-Entry Notes represented by such Global Security Securities are recorded in the book-entry system maintained by DTCthe Depositary. Payments of interest shall be Once payment has been made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of Depositary, neither the Company, Company nor the Paying Agent or the DTC Agent Trustee shall have any direct responsibility or liability for the payment by DTC to such Participants the Depositary of the principal of and of, or premium, if any, or interest on on, the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected Securities to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the applicable Trustee on or prior to the fifth Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per $1,000 face amount. In the event that the applicable Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directlyParticipants.

Payments at Stated Maturity. On or about the first Business Day of each month, the DTC Agent Trustee will deliver to the Company and DTC the Depositary a written list of principal principal, premium, if any, and interest to be paid on each Global Book-Entry Security maturing either at Stated Maturity or on a Redemption Date or repayment date in the following month. The CompanyTrustee, DTC the Company and the DTC Agent Depositary will confirm the amounts of such principal principal, premium (if any) and interest payments with respect to each such Global Book-Entry Security on or about the fifth Business Day preceding the Stated Maturity of such Global Book-Entry Security. The At such Stated Maturity, the Company will pay to the Paying Agent Trustee, and the Trustee in turn will pay to the Depositary, the principal amount of such Global Book-Entry Security, together, together with interest and premium, if any, due at such Stated Maturity. The Paying Agent will pay such amount to DTC , at the times and in the manner set forth below under “"Manner of Payment”. ." Promptly after payment to DTC the Depositary of the principal principal, interest and interest premium, if any, due at the Stated Maturity of such all Book-Entry Securities represented by a particular Global SecurityCertificate, the Paying Agent Trustee will cancel such Global Security and deliver it to Certificate, make appropriate entries in its records and, unless otherwise instructed by the Company with an appropriate debit adviceCompany, destroy such Global Certificate. Manner of Payment. The total amount of any principal principal, premium and interest due on Global Book-Entry Securities on any Interest Payment Date or at Stated Maturity shall be paid by the Company to the Trustee, as Paying Agent Agent, in funds immediately available funds no later than for use by the Trustee as of 9:30 A.M. (a.m., New York City time) , on such date. The Company will make such payment on such Global Book-Entry Securities by wire transfer to the Trustee or by instructing the Paying Agent Trustee to withdraw funds from an account maintained by the CompanyCompany at the Trustee. The Company will confirm any such instructions in writing to the Paying AgentTrustee. For Stated Maturitymaturity, redemption and other principal payments, the Paying Agent will pay, prior to 10:00 A.M. (a.m., New York City time) , on each Stated Maturity or other such date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTCthe Depositary) to an account at the Federal Reserve Bank of New York previously specified by DTCthe Depositary, in funds available for immediate use by DTCthe Depositary, each payment of interest, principal (together with interest thereon) and premium, if any, due on a Global Security Book-Entry Securities on such date; and for interest payments, the Trustee will pay the Depositary in same day funds on the Interest Payment Date in accordance with existing arrangements between the Trustee and the Depositary. Thereafter on each such date, DTC the Depositary will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the such Book-Entry Notes represented by such Global Security Securities are recorded in the book-entry system maintained by DTCthe Depositary. Payments of interest shall be Once payment has been made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of Depositary, neither the Company, Company nor the Paying Agent or the DTC Agent Trustee shall have any direct responsibility or liability for the payment by DTC to such Participants the Depositary of the principal of and of, or premium, if any, or interest on on, the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected Securities to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the applicable Trustee on or prior to the fifth Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per $1,000 face amount. In the event that the applicable Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directlyParticipants.

Payments at Stated Maturity. On or about the first --------------------------- Business Day of each month, the DTC Agent State Street will deliver to the Company and DTC and, if requested by DTC, to DTC, a written list of principal and interest to be paid on each Global Security maturing (on a Stated Maturity Redemption or Repayment Date or otherwise) in the following month. The CompanyState Street, the Company and DTC and the DTC Agent will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Stated Maturity of such Global Security. The Company will pay to the State Street, as Paying Agent Agent, the principal amount of such of such Global Security, together, together with interest due at such Stated Maturity. The Paying Agent State Street will pay such amount to DTC at the times and in the manner set forth below under “"Manner of Payment”". If any Stated Maturity of a Global Security representing EXHIBIT A Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Stated Maturity. Promptly after payment to DTC of the principal and interest due at the Stated Maturity of such Global Security, State Street, as the Paying Agent Authenticating Agent, will cancel such Global Security in accordance with the Indenture and so advise the Company. On the first Business Day of each month, State Street will deliver it to the Company with an appropriate debit adviceTrustee a written statement indicating the total principal amount of Outstanding Global Securities as of the immediately preceding Business Day. Manner of Payment. The total amount of any ----------------- principal and interest due on Global Securities on any Interest Payment Date or at Stated Maturity shall be paid by the Company to the Paying Agent State Street in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Paying Agent State Street to withdraw funds from an account maintained by the CompanyCompany at State Street or by wire transfer to State Street. The Company will confirm any such instructions in writing to the Paying AgentState Street. For Stated Maturity, redemption and other principal payments, the Paying Agent will pay, prior Prior to 10:00 10 A.M. (New York City time) on such the date of Stated Maturity or as soon as possible thereafter, State Street will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such date. On each Interest Payment Date (other than at Stated Maturity) interest payments shall be made to DTC in funds available for immediate use by DTC in accordance with existing arrangements between State Street and DTC. Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Book- Entry Notes represented by such Global Security Securities are recorded in the book-entry system maintained by DTC. Payments of interest shall be made to DTC in same day funds in accordance with existing arrangements in place between the DTC Agent and DTC. None of the CompanyCompany (as issuer or as paying agent), the Paying Agent Trustee or the DTC Agent State Street shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency”) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency; and (ii) its instructions for wire transfer of such payment to a foreign currency account. DTC will notify the applicable Trustee on or prior to the fifth Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per $1,000 face amount. In the event that the applicable Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directly.