Common use of Settlement Procedure Timetable Clause in Contracts

Settlement Procedure Timetable. For offers to purchase Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company for settlement on the first Business Day after the Trade Date, Settlement Procedures “A” through “K” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 a.m. on the Business Day after the Trade Date B 12:00 noon on the Business Day after the Trade Date C 12:00 noon on the Business Day after the Trade Date D 3:00 p.m. on the Business Day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H 2:00 p.m. on the Settlement Date I 4:45 p.m. on the Settlement Date J-K 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “A” shall be completed as soon as practicable, but in no event later than 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two Business Days before the Settlement Date. If the initial interest rate for a floating rate Book-Entry Security has not been determined at the time that Settlement Procedure “A” is completed and the Settlement Date is at least three Business Days after the Trade Date, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 12:00 noon and 2:00 p.m., respectively, on the second Business Day immediately preceding the Settlement Date. Settlement Procedure “I” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark such Global Security “cancelled,” make appropriate entries in the Trustee’s records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, may enter delivery orders through DTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book- Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Settlement Procedure Timetable. For offers to purchase Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company for settlement on the first Business Day after the Trade Date, Settlement Procedures “"A” " through “K” "J" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 -------------- ------------------------------------- A-B 11:00 a.m. on the Business Day after the Trade Date B 12:00 noon on the Business Day after the Trade Date C 12:00 noon 2:00 p.m. on the Business Day after the Trade Date D 3:00 p.m. on the Business Day day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H G 2:00 p.m. on the Settlement Date I 4:45 p.m. on the Settlement Date JX-K X 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “Procedures A” , B and C shall be completed as soon as practicable, practicable but in no event later than that 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two on the first Business Days before Day after the Settlement Trade Date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “"A” " is completed and the Settlement Date is at least three Business Days after the Trade Date, Settlement Procedures “"B” " and “"C” " shall be completed as soon as such rate has been determined but no later than 11:00 a.m. and 12:00 noon and 2:00 p.m.noon, respectively, on the second Business Day immediately preceding the Settlement Date. Settlement Procedure “"I” " is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to DTC, through DTC’s 's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date. Failure to SettleFAILURE TO SETTLE: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"G,” ", the Trustee may deliver to DTC, through DTC’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark xxxx such Global Security “"cancelled,” ", make appropriate entries in the Trustee’s 's records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s 's Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, Security may enter delivery orders through DTC’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book- Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”"D,” “", "E” " and “G,” , for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Settlement Procedure Timetable. For offers to purchase orders of Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company Bank for settlement on the first third Business Day after the Trade Date, Settlement Procedures “A” through “KI” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 5:00 p.m. on the Business Day following the Trade Date or 10:00 a.m. on the Business Day after prior to the Trade Date Settlement Date, whichever is earlier B 12:00 noon on the second Business Day after immediately preceding the Trade Settlement Date C 12:00 noon on the Business Day after the Trade Date D 3:00 2:00 p.m. on the second Business Day before immediately preceding the Settlement Date E D 9:00 a.m. on the Settlement Date F E 10:00 a.m. on the Settlement Date GF-G 2:15 p.m. on the Settlement Date H 2:00 4:45 p.m. on the Settlement Date I 4:45 p.m. on the Settlement Date J-K 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “A” shall be completed as soon as practicable, but in no event later than 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two Business Days before the Settlement Date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “A” is completed and the Settlement Date is at least three Business Days after the Trade Datecompleted, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 12:00 noon and 2:00 p.m., respectively, p.m. on the second Business Day immediately preceding the Settlement Date. Settlement Procedure “IH” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelledcanceled, the Trustee, upon obtaining knowledge thereof, will deliver to DTCthe Depositary, through DTCthe Depositary’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark such Global Security “cancelled,” make appropriate entries in the Trustee’s records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, may enter delivery orders through DTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book- Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Settlement Procedure Timetable. For offers to purchase Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company for settlement on the first Business Day after the Trade Date, Settlement Procedures “A” through “KJ” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 a.m. C 5:00 p.m. on the Business Day after the Trade Date B 12:00 noon on the Business Day after the Trade Date C 12:00 noon on the Business Day after the Trade Date D 3:00 p.m. on the Business Day day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H G 2:00 p.m. on the Settlement Date I 4:45 p.m. on the Settlement Date JX-K X 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “Procedures A” , B and C shall be completed as soon as practicable, practicable but in no event later than that 11:00 a.m. and 5:00 p.m., as the case may be, on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two Business Days before the Settlement Date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “A” is completed and the Settlement Date is at least three Business Days after the Trade Date, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 11:00 a.m. and 12:00 noon and 2:00 p.m.noon, respectively, on the second Business Day immediately preceding the Settlement Date. Settlement Procedure “I” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark such Global Security “cancelled,” make appropriate entries in the Trustee’s records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, may enter delivery orders through DTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book- Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Settlement Procedure Timetable. For offers to purchase orders of Book-Entry Securities solicited by a Selling Agent or made by a Purchasing an Agent, as the case may beagent, and accepted by the Company for settlement on the first Business Day after the Trade Datesale date, Settlement Procedures “"A” " through “K” "I" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time ---------- ---------- A 4:00 5:00 p.m. on the Business Day following the acceptance of an offer by the Company or 10:00 a.m. on the Business Day after prior to the Trade Date settlement date, whichever is earlier B 12:00 noon on the Business Day after the Trade Date sale date C 12:00 noon on the Business Day after the Trade Date D 3:00 p.m. on the Business Day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H 2:00 p.m. on the Settlement Date I sale date D 9:00 a.m. on settlement date E 10:00 a.m. on settlement date F-G 2:00 p.m. on settlement date H 4:45 p.m. on the Settlement Date J-K settlement date I 5:00 p.m. on the Settlement Date settlement date If a sale is to be settled more than one Business Day after the Trade Datesale date, Settlement Procedure “A” Procedures "B" and "C" shall be completed as soon as practicable, practicable but in no event not later than 11:00 a.m. 2:00 p.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two Business Days before the Settlement Datesale date. If the initial interest rate Initial Interest Rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “"A” " is completed and the Settlement Date is at least three Business Days after the Trade Datecompleted, Settlement Procedures “"B” " and “"C” " shall be completed as soon as such rate has been determined but no later than 12:00 noon and 2:00 p.m., respectively, p.m. on the second Business Day immediately preceding before the Settlement Datesettlement date. Settlement Procedure “I” "H" is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Datesettlement date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to DTCthe Depositary, through DTC’s Participant the Depositary's Participation Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Datesettlement date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” "F", the Trustee may deliver to DTC, the Depositary through DTC’s the Depositary's Participant Terminal System, System as soon as practicable a withdrawal message instructing DTC the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark xxxx such Global Security “"cancelled,” ", make appropriate entries in the Trustee’s 's records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporationprocedures, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTCthe Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, Security may enter delivery deliver orders through DTC’s the Depositary's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book- Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” I, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”Procedure "D,” “E” and “G,” " for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing Securities. ANNEX III ACCOUNTANTS' LETTER Pursuant to Section 4(j) and Section 6(d), as the case may be, of the Distribution Agreement, the Company's independent certified public accountants shall furnish letters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Agents; (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included or incorporated by reference in the Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for the five such fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (iv) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters, the performance of procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or that any material modifications should be made thereto for such unaudited condensed consolidated financial statements to be in conformity with generally accepted accounting principles; (B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in Clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options, warrants and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding Bookon the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long-Entry Securities.term debt of the Company and its subsidiaries, or any decreases in consolidated stockholders' equity or other items specified by the Agents, or any increases in any items specified by the Agents, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Agents, or any increases in any items specified by the Agents, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Agents, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (v) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Agents which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by

Settlement Procedure Timetable. For offers to purchase orders of Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company for settlement on the first Business Day third business day after the Trade Date, Settlement Procedures “A” through “KI” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 5:00 p.m. on the business day following the Trade Date or 10:00 a.m. on the Business Day after business day prior to the Trade Date Settlement Date, whichever is earlier B 12:00 noon on the Business Day after second business day immediately preceding the Trade Settlement Date C 12:00 noon on the Business Day after the Trade Date D 3:00 2:00 p.m. on the Business Day before second business day immediately preceding the Settlement Date E D 9:00 a.m. on the Settlement Date F E 10:00 a.m. on the Settlement Date GF-H G 2:00 p.m. on the Settlement Date I H 4:45 p.m. on the Settlement Date J-K I 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “A” shall be completed as soon as practicable, but in no event later than 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two Business Days before the Settlement Date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “A” is completed and the Settlement Date is at least three Business Days after the Trade Datecompleted, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 12:00 noon and 2:00 p.m., respectively, p.m. on the second Business Day business day immediately preceding the Settlement Date. Settlement Procedure “IH” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelledcanceled, the TrusteeTrustee or Warrant Agent, upon obtaining knowledge thereof, will deliver to DTCthe Depositary, through DTCthe Depositary’s Participant Participation Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day business day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” F”, the Trustee or Warrant Agent may deliver to DTCthe Depositary, through DTCthe Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC the Depositary to debit such Book-Entry Security to the Trustee’s or Warrant Agent’s participant account, provided that the Trustee’s or Warrant Agent’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee or Warrant Agent will mark xxxx such Global Security “cancelled,” canceled”, make appropriate entries in the Trustee’s or Warrant Agent’s records and send such cancelled canceled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporationprocedures, be cancelled canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee or Warrant Agent will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTCthe Depositary, acting on behalf of such purchaser), such participants and, in turn, turn the Agent for such Book-Entry Security, Security may enter delivery deliver orders through DTCthe Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book- Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s or Warrant Agent’s participant account and shall notify the Company and the Trustee or Warrant Agent thereof. Thereafter, the Trustee or Warrant Agent will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee or Warrant Agent in accordance with Settlement Procedure “J,” I, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Book-Entry Securities to have been represented by a Global Security, the Trustee or Warrant Agent will provide, in accordance with Settlement Procedures Procedure “D”D,” “E” and “G,” , for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee or Warrant Agent with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Settlement Procedure Timetable. For offers to purchase orders of Book-Entry Securities solicited by a Selling Agent or made by a Purchasing an Agent, as the case may beagent, and accepted by the Company for settlement on the first Business Day business day after the Trade Datesale date, Settlement Procedures “"A” " through “K” "I" set forth above shall be completed as soon as possible but not later than the respective times [(New York City time) )] set forth below: Settlement Procedure Time ------------- ------------------------------------ [A 4:00 5:00 p.m. on the business day following the acceptance of an offer by the Company or 10:00 a.m. on the Business Day after business day prior to the Trade Date settlement date, whichever is earlier B 12:00 noon on the Business Day after the Trade Date sale date C 12:00 noon on the Business Day after the Trade Date D 3:00 p.m. on the Business Day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H 2:00 p.m. on the Settlement Date I sale date D 9:00 a.m. on settlement date E 10:00 a.m. on settlement date F-G 2:00 p.m. on settlement date H 4:45 p.m. on the Settlement Date J-K settlement date I 5:00 p.m. on the Settlement Date settlement date] If a sale is to be settled more than one Business Day business day after the Trade Datesale date, Settlement Procedure “A” Procedures "B" and "C" shall be completed as soon as practicable, practicable but in no event not later than 11:00 a.m. [2:00 p.m.] on the first Business Day business day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two Business Days before the Settlement Datesale date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “"A” " is completed and the Settlement Date is at least three Business Days after the Trade Datecompleted, Settlement Procedures “"B” " and “"C” " shall be completed as soon as such rate has been determined but no later than [12:00 noon and 2:00 p.m.], respectively, on the second Business Day immediately preceding business day before the Settlement Datesettlement date. Settlement Procedure “I” "H-9 is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Datesettlement date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to DTCthe Depositary, through DTC’s the Depositary's Participant Terminal System, a cancellation message to such effect by no later than [2:00 p.m. p.m.] on the Business Day business day immediately preceding the scheduled settlement date (provided the Trustee received such notice from the Company by noon on the business day immediately preceding the Settlement Date) and in any case as soon as practicable. Failure to SettleFAILURE TO SETTLE: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” "F", the Trustee may deliver to DTCthe Depositary, through DTC’s the Depositary's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC the Depositary to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark xxxx such Global Security “"cancelled,” ", make appropriate entries in the Trustee’s 's records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporationprocedures, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTCthe Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, Security may enter delivery deliver orders through DTC’s the Depositary's Participant Terminal System debiting such Book-Entry Security to such participant’s participants, account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book- Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” "I", and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”Procedure "D,” “E” and “G,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing Securities. ANNEX III Pursuant to Section 6(d) of the outstanding Book-Entry Securities.Distribution Agreement, the accountants shall furnish letters to the Agents to the effect that:

Settlement Procedure Timetable. For offers to purchase orders of Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company for settlement on the first Business Day third business day after the Trade Date, Settlement Procedures “A” through “KH” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 5:00 p.m. on the business day following the Trade Date or 10:00 a.m. on the Business Day after business day prior to the Trade Date Settlement Date, whichever is earlier B 12:00 noon on the Business Day after second business day immediately preceding the Trade Settlement Date C 12:00 noon on the Business Day after the Trade Date D 3:00 2:00 p.m. on the Business Day before second business day immediately preceding the Settlement Date E D 9:00 a.m. on the Settlement Date F E 10:00 a.m. on the Settlement Date GF-H G 2:00 p.m. on the Settlement Date I H 4:45 p.m. on the Settlement Date J-K I 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “A” shall be completed as soon as practicable, but in no event later than 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two Business Days before the Settlement Date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “A” is completed and the Settlement Date is at least three Business Days after the Trade Datecompleted, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 12:00 noon and 2:00 p.m., respectively, p.m. on the second Business Day business day immediately preceding the Settlement Date. Settlement Procedure “IG” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelledcanceled, the Trustee, upon obtaining knowledge thereof, will deliver to DTCthe Depositary, through DTCthe Depositary’s Participant Participation Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day business day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark such Global Security “cancelled,” make appropriate entries in the Trustee’s records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, may enter delivery orders through DTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book- Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Settlement Procedure Timetable. For offers to purchase orders of Book-Entry Securities solicited by a Selling Agent or made by a Purchasing an Agent, as the case may beagent, and accepted by the Company applicable Issuer for settlement on the first Business Day business day after the Trade Datesale date, Settlement Procedures “A” through “KI” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 a.m. on the Business Day after the Trade Date B 12:00 noon on the Business Day after the Trade Date C 12:00 noon on the Business Day after the Trade Date D 3:00 p.m. on the Business Day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H sale date B 2:00 p.m. on the Settlement Date I sale date C 2:00 p.m. on the sale date D 9:00 a.m. on settlement date E 10:00 a.m. on settlement date F 2:00 p.m. on settlement date G-H 4:45 p.m. on the Settlement Date J-K settlement date I 5:00 p.m. on the Settlement Date settlement date If a sale is to be settled more than one Business Day business day after the Trade Datesale date, Settlement Procedure Procedures “A” shall be completed as soon as practicable”, but in no event later than 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, practicable but in no event not later than 12:00 noon and 2:00 p.m., as p.m. on the case may be, two Business Days before first business day after the Settlement Datesale date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “A” is completed and the Settlement Date is at least three Business Days after Selling Agent or Purchasing Agent, as the Trade Datecase may be, communicates the Sale Information to the applicable Issuer, Settlement Procedures “A”, “B” and “C” shall be completed as soon as such rate has been determined but no later than 12:00 noon and 2:00 p.m., respectively, p.m. on the second Business Day immediately preceding business day after the Settlement Datesale date. Settlement Procedure “IH” is subject to extension in accordance with any extension of Fedwire fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Datesettlement date. If settlement of a Book-Entry Security is rescheduled or cancelledcanceled, the Trustee, upon obtaining knowledge thereof, will deliver to DTC, through DTC’s Participant Participation Terminal System, a cancellation message to such effect by no later than 2:00 p.m. New York City time on the Business Day business day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “G,” the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark such Global Security “cancelled,” make appropriate entries in the Trustee’s records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, may enter delivery orders through DTC’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book- Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Trustee’s participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”D,” “E” and “G,” for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securitiessettlement date.

Settlement Procedure Timetable. For offers to purchase Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company for settlement on the first Business Day after the Trade Date, Settlement Procedures “"A” " through “K” "J" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 4:00 ------------ -------------------------------------- A-B 11:00 a.m. on the Business Day after the Trade Date B 12:00 noon on the Business Day after the Trade Date C 12:00 noon 2:00 p.m. on the Business Day after the Trade Date D 3:00 p.m. on the Business Day day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H G 2:00 p.m. on the Settlement Date I 4:45 p.m. on the Settlement Date JX-K X 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “Procedures A” , B and C shall be completed as soon as practicable, practicable but in no event later than that 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicable, but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two on the first Business Days before Day after the Settlement Trade Date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “"A” " is completed and the Settlement Date is at least three Business Days after the Trade Date, Settlement Procedures “"B” " and “"C” " shall be completed as soon as such rate has been determined but no later than 11:00 a.m. and 12:00 noon and 2:00 p.m.noon, respectively, on the second Business Day immediately preceding the Settlement Date. Settlement Procedure “"I” " is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to DTC, through DTC’s 's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"G,” ", the Trustee may deliver to DTC, through DTC’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark xxxx such Global Security “"cancelled,” ", make appropriate entries in the Trustee’s 's records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s 's Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, Security may enter delivery orders through DTC’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book- Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”"D,” “", "E” " and “G,” , for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.

Settlement Procedure Timetable. For offers to purchase Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent, as the case may be, and accepted by the Company for settlement on the first Business Day after the Trade Date, Settlement Procedures “"A” " through “K” "L" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time -------------------- ---- A 4:00 11:00 a.m. on the Business Day after the Trade Date B 12:00 noon on the Business Day after the Trade Date C 12:00 noon 2:00 p.m. on the Business Day after the Trade Date D 3:00 p.m. on the Business Day day before the Settlement Date E 9:00 a.m. on the Settlement Date F 10:00 a.m. on the Settlement Date G-H 2:00 p.m. on the Settlement Date I 4:45 p.m. on the Settlement Date J-K 5:00 p.m. on the Settlement Date If a sale is to be settled more than one Business Day after the Trade Date, Settlement Procedure “Procedures A” , B and C shall be completed as soon as practicable, practicable but in no event later than that 11:00 a.m. on the first Business Day after the Trade Date and Settlement Procedures “B” and “C” shall be completed as soon as practicablea.m., but in no event later than 12:00 noon and 2:00 p.m., as the case may be, two on the first Business Days before Day after the Settlement Trade Date. If the initial interest rate for a floating rate Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “"A” " is completed and the Settlement Date is at least three Business Days after the Trade Date, Settlement Procedures “"B” " and “"C” " shall be completed as soon as such rate has been determined but no later than 12:00 noon and 2:00 p.m., respectively, on the second Business Day immediately preceding the Settlement Date. Settlement Procedure “"I” " is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to DTC, through DTC’s 's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “"G,” ", the Trustee may deliver to DTC, through DTC’s 's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Security to the Trustee’s 's participant account, provided that the Trustee’s 's participant account contains a principal or face amount of the Global Security representing such Book-Entry Security that is at least equal to the principal or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Trustee will mark such Global Security “"cancelled,” " make appropriate entries in the Trustee’s 's records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s 's Corporation, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security, Security may enter delivery orders through DTC’s 's Participant Terminal System debiting such Book-Entry Security to such participant’s 's account and crediting such Book-Entry Security to such Agent’s 's account and then debiting such Book- Book-Entry Security to such Agent’s 's participant account and crediting such Book-Entry Security to the Trustee’s 's participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure “J,” , and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book- Book-Entry Securities to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures ”"D,” “", "E” " and “"G,” ", for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Company will, from time to time, furnish the Trustee with a sufficient quantity of Global Securities representing the outstanding Book-Entry Securities.