Common use of Date and Denomination of Notes; Payments of Interest Clause in Contracts

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person in whose name any Note is registered on the Note Register at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest at the rate and from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day monthsmonths and will accrue from the date of original issuance of the Notes, or from the most recent date to which interest has been paid or duly provided for. If any Interest Payment Date falls on a date that is not a Business Day, such payment of interest (or principal in the case of the Maturity Date or any earlier repurchase of the Notes) will be made on the next succeeding Business Day, and no interest or other amount will be paid as a result of any such delay. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business 5:00 p.m., New York City time, on any Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such interest payment dateInterest Payment Date. Notwithstanding Interest shall be payable at the foregoingoffice or agency of the Company maintained by the Company for such purposes in The Borough of Manhattan, City of New York, which shall initially be one such office of the Paying Agent at 000 Xxxxxxx Xxxxxx, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration. The Company shall pay interest: (a) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note or portion thereof surrendered for exchange during Register or, if such certified Notes held by such Person have an aggregate principal amount of more than $1,000,000 upon written application by such Person to the period Trustee and Paying Agent (if different from the close of business on Trustee) not later than the relevant Interest Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States (which application shall remain in effect until the Noteholder notifies the Trustee and Paying Agent to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchangedcontrary); provided, however, that no such payment need be made or (1b) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at 5:00 p.m., New York City time, on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each holder at its address as it appears in the Note Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York5:00 p.m., New YorkYork City time, in on such coin or currency special record date and shall no longer be payable pursuant to the following clause (2) of the United States of America as at the time of payment is legal tender for this Section 2.03. (2) The Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. If an Interest Payment Date, a Fundamental Change Repurchase Date, a Redemption Date or Maturity Date is not a Business Day, payment will be made on the next succeeding Business Day, and no additional interest will accrue thereon as a result thereof. The Person in whose name any Note (or its Predecessor Security) is registered on the Note Register at the close Close of business Business on any Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the accrued and unpaid interest payable on such Interest Payment Date, subject to Section 4.02(b) hereof. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay interest payment date. Notwithstanding the foregoing, (i) on any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment Notes in certificated form by check mailed to the close address of business on the applicable interest payment date must be accompanied Person entitled thereto as it appears in the Note Register (or upon written application by paymentsuch Person to the Security Registrar not later than the relevant Record Date, by wire transfer in immediately available funds or other funds acceptable to such Person’s account within the IssuerUnited States, if such Person is entitled to interest on an aggregate principal in excess of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1$2,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. The term “Record Date” with respect to any Interest Payment of Date shall mean the principal and interest on January 1 or July 1 preceding the Notes not represented by a Global Note will be made at the Corporate Trust Officeapplicable January 15 or July 15 Interest Payment Date, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United Statesrespectively.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office of the Paying Agent, which shall initially be the Corporate Trust Office of the Trustee as the Company’s Paying Agent and Note Registrar. The Company shall pay interest payment date. Notwithstanding on any Notes in certificated form by check mailed to the foregoing, any address of the Person entitled thereto as it appears in the Note Register (or portion thereof surrendered for exchange during upon written application by such Person to the period Trustee and Paying Agent (if different from the close of business on Trustee) not later than the relevant Interest Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States, if such Person is entitled to interest on an aggregate principal amount in excess of $5,000,000, which application shall remain in effect until the Noteholder notifies the Trustee and Paying Agent to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1contrary) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each holder at its address as it appears in the Note Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such special record date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest Interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close Close of business Business on any Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest Interest payable on such interest payment dateInterest Payment Date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the close Close of business Business on the Record Date for any interest payment Interest Payment Date to the close Close of business Business on the applicable interest payment date Interest Payment Date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest Interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment datesuch Interest Payment Date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment datesuch Interest Payment Date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted overdue Interest, if any Defaulted overdue Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the of Notes not represented by a Global Note will shall be made at the Corporate Trust Office, office or the office maintained for that purpose agency designated by the Issuer in the Borough of Manhattan, The City of New York, New York, in for such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest purpose. Interest on the Notes may not represented by a Global Note shall be made paid (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the address Holders of the Person entitled thereto as such address shall appear in the Note Register or these Notes and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to an that Holder’s account maintained by the Person entitled thereto located within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any the Regular Record Date with respect to any interest payment date an Interest Payment Date shall be entitled to receive the interest Interest payable on such interest Interest Payment Date, except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment dateof Interest becoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted into Common Stock during the period after a Regular Record Date to, but excluding, the next succeeding Interest Payment Date and such Note (or portion thereof) has been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to pay Interest on such Interest Payment Date in respect of any such Note (or portion thereof). The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice from the close of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied registered holder thereof, by payment, wire transfer in immediately available funds or other funds acceptable funds, if such Person is entitled to the Issuer, of Interest on Notes with an amount equal to the interest otherwise payable on such interest payment date on the aggregate principal amount being exchanged; provided, however, that no such payment need be made (1in excess of $5,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Interest on any Note which is payable, but is not punctually paid or duly provided for, on any November 1 or May 1 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a “Special Record Date” for the payment of such Defaulted Interest, which shall be the date fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest that shall be not more than 15 days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder at his address as it appears in the Note Register, not less than ten days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such Special Record Date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The ---------------------------------------------------- Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a ---------- 360-day year consisting comprised of twelve (12) 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register register at the close of business on any Record Date record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except (i) that the interest payable upon redemption (unless the date of redemption is an interest payment date) will be payable to the Person to whom principal is payable and (ii) as set forth in the next succeeding sentence. Notwithstanding In the foregoingcase of any Note (or portion thereof) that is converted into Common Stock during the period from (but excluding) a record date to (but excluding) the next succeeding interest payment date either (x) if such Note (or portion thereof) has been called for redemption on a redemption date which occurs during such period, or is to be redeemed in connection with a Fundamental Change on a Repurchase Date (as defined in Section 3.5) that occurs during such period, the Company shall not be required to pay interest on such interest payment date in respect of any such Note (or portion thereof) except to the extent required to be paid upon redemption of such Note or portion thereof surrendered pursuant to Section 3.3 or 3.5 hereof or (y) if such Note (or portion thereof) has not been called for exchange redemption on a redemption date that occurs during the such period from the close of business and is not to be redeemed in connection with a Fundamental Change on the Record a Repurchase Date that occurs during such period, such Note (or portion thereof) that is submitted for any interest payment to the close of business on the applicable interest payment date must conversion during such period shall be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such succeeding interest payment date on the principal amount being exchanged; providedso converted, however, that no such payment need as provided in the penultimate paragraph of Section 15.2 hereof. Interest shall be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists payable at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account office of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office Company maintained for that purpose by the Issuer Company for such purposes in the Borough of Manhattan, The City of New York, New York, in such coin which shall initially be an office or currency agency of the United States of America Trustee and may, as at the time of payment is legal tender for payment of public and private debts; providedCompany shall specify to the paying agent in writing by each record date, however, that at the option of the Issuer, payments of interest on the Notes may be made paid either (i) by check mailed to the address of the Person entitled thereto as such address shall appear it appears in the Note Register register (provided that the holder of Notes with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire transfer in immediately available funds) or (ii) by wire transfer to an account maintained by the such Person entitled thereto located within in the United States.; provided, however, that payments to the Depositary will be made by wire transfer of immediately available funds to the account of the

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Record Date record date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest (including Additional Interest, if any) on Notes in definitive form shall be payable at the office of the Company maintained by the Company for such purposes, which shall initially be an office or agency of the Trustee. The Company shall pay interest payment date. Notwithstanding the foregoing(including Additional Interest, if any) (i) on any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment Notes in definitive form by check mailed to the close address of business on the applicable interest payment date must be accompanied Person entitled thereto as it appears in the Note Register (or upon written application by paymentsuch Person to the Note Registrar not later than the relevant record date, by wire transfer in immediately available funds or other funds acceptable to such Person’s account within the IssuerUnited States, of if such Person is entitled to interest on an amount equal to the interest otherwise payable on such interest payment date on the aggregate principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its of Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3excess of $1,000,000) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. The term “record date” with respect to any Interest Payment of Date shall mean the principal and January 31 or July 31 preceding the applicable February 15 or August 15 Interest Payment Date, respectively. Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Notes not represented Noteholder on the relevant record date by a Global Note will virtue of its having been such Noteholder, and such Defaulted Interest shall be made at the Corporate Trust Office, or the office maintained for that purpose paid by the Issuer Company, at its election in the Borough of Manhattaneach case, The City of New York, New York, as provided in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made clause (ia) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (iib) by wire transfer to an account maintained by the Person entitled thereto located within the United States.below:

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person in whose name any Note is registered on the Note Register at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii15.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in fully registered form without interest coupons in minimum denominations of $1,000 principal amount Principal Amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest Interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at 5:00 p.m., New York City time, on the close of business on any Regular Record Date with respect to any interest payment date an Interest Payment Date (whether or not such day is a Business Day) shall be entitled to receive the interest Interest payable on such Interest Payment Date, except that (i) Interest payable at the Stated Maturity will be payable to the Person to whom the Principal Amount is payable and (ii) the Interest payable upon redemption or repurchase will be payable to the Person to whom the Principal Amount is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the semi-annual payment of interest payment datebecoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, any Note (or portion thereof thereof) surrendered for exchange conversion during the period from the close of business 5:00 p.m., New York City time, on the Regular Record Date for any interest payment to the close of business 9:00 a.m., New York City time, on the applicable interest payment date must corresponding Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the IssuerCompany, of an amount equal to the interest Interest otherwise payable on such interest payment date Interest Payment Date on the principal amount Principal Amount being exchangedconverted; provided, however, provided that no such payment need be by made (1) if a Holder exchanges holder converts its Notes as permitted by Section 13.01(a)(iii) in connection with a redemption and the Issuer Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment dateInterest Payment Date, (2) if a Holder exchanges holder converts its Notes in connection with a Designated Event Fundamental Change and the Issuer Company has specified a Designated Event Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, Interest Payment Date or (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted overdue Interest, if any Defaulted Interest any, exists at the time of exchange conversion with respect to such Note. Interest shall be payable at the office of the Company maintained by the Company for such purposes, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice, by wire transfer in immediately available funds, if such Person is entitled to Interest on Notes with an aggregate Principal Amount in excess of $2,000,000) (provided that at the Stated Maturity, Interest on any Note will be payable with the Principal Amount at the Company’s office or agency in New York City) or (ii) on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Interest on any Note which is payable, but is not punctually paid or duly provided for, on any May 1 or November 1 (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at 5:00 p.m., New York City time, on a “Special Record Date” for the payment of such Defaulted Interest, which shall be the date fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than twenty-five days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder at his address as it appears in the Note Register, not less than ten days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York5:00 p.m., New YorkYork City time, in on such coin or currency Special Record Date and shall no longer be payable pursuant to the following clause (2) of the United States of America as at the time of payment is legal tender for this Section 2.03. (2) The Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Every Note shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register register at the close of business on any Record Date record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding , except (i) that the foregoinginterest payable upon redemption (unless the date of redemption is an interest payment date, any in which case the interest payable upon redemption will be payable to the Person in whose name the Note or portion thereof surrendered submitted for exchange during the period from the close of business redemption was registered on the Record Date for any interest payment to Note register at the close of business on the applicable record date) will be payable to the Person to whom principal is payable and (ii) as set forth in the next succeeding sentence. In the case of any Note (or portion thereof) that is converted into Common Stock during the period from (but excluding) a record date to (but excluding) the next succeeding interest payment date must either (x) if such Note (or portion thereof) is to be accompanied by paymentredeemed in connection with a Fundamental Change on a Repurchase Date (as defined in Section 3.02 hereof) that occurs during such period, in immediately available funds or other funds acceptable the Company shall not be required to the Issuer, of an amount equal to the pay interest otherwise payable on such interest payment date on in respect of any such Note (or portion thereof) except to the principal amount being exchanged; provided, however, that no extent required to be paid upon redemption of such payment need be made Note or portion thereof pursuant to Section 3.02 hereof or (1y) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iiisuch Note (or portion thereof) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior not to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes be redeemed in connection with a Designated Event and the Issuer has specified Fundamental Change on a Designated Event Repurchase Date that occurs during such period, such Note (or portion thereof) that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to submitted for conversion during such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.period shall

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest (including Contingent Interest, if any, and Additional Interest, if any) shall be payable at the office or agency of the Company maintained by the Company for such purposes in The Borough of Manhattan, City of New York, which shall initially be the office of the Paying Agent at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services. The Company shall pay interest payment date. Notwithstanding (including Contingent Interest, if any, and Additional Interest, if any) (a) on any Notes in certificated form by check mailed to the foregoing, any address of the Person entitled thereto as it appears in the Note Register (or portion thereof surrendered for exchange during upon written application by such Person to the period Trustee and Paying Agent (if different from the close of business on Trustee) not later than the relevant Interest Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States, if such Person is entitled to interest on an aggregate principal amount in excess of $2,000,000, which application shall remain in effect until the Noteholder notifies the Trustee and Paying Agent to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1contrary) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4b) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than twenty-five days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class mail, postage prepaid, to each holder at its address as it appears in the Note Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such special record date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 2,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment date to the close of business on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding such interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding such interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interestoverdue interest, if any Defaulted Interest overdue interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office Office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.

Date and Denomination of Notes; Payments of Interest. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes, which shall initially be the Corporate Trust Office of the Trustee. The Company shall pay interest payment date. Notwithstanding the foregoing(a) on any Notes in certificated form (i) to Holders holding Notes in an aggregate principal amount of $1,000,000 or less, any Note by check mailed to that Person and (ii) to Holders holding Notes in an aggregate principal amount of $1,000,000 or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied more, by payment, wire transfer in immediately available funds or other funds acceptable to that Person’s account within the United States (which account is specified in writing by such Person at least three Business Days prior to such payment), which application shall remain in effect until such Person notifies, in writing, the Note Registrar to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Datecontrary, or (4b) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee and the Paying Agent in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 40 days after the receipt by the Trustee and the Paying Agent of such notice, unless the Trustee and the Paying Agent shall consent to an earlier date), and at the same time the Company shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment. The Company shall promptly notify the Trustee and the Paying Agent in writing of such special record date and the Trustee and the Paying Agent, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be sent electronically or mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such special record date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee and the Paying Agent of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesPaying Agent.

Date and Denomination of Notes; Payments of Interest. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 €100,000 principal amount and in integral multiples of $€1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. form of Note attached as Exhibit A1 hereto. (b) Interest on the Notes will accrue from and including September 23, 2020 or the most recent interest payment date to which interest has been paid or provided for, and will be payable quarterly on March 23, June 23, September 23 and December 23 of each year, beginning on December 23, 2020. The interest so payable will be paid to each holder in whose name a note is registered at the close of business on the day that is one Business Day immediately preceding the applicable interest payment date. (c) The per annum interest rate on the Notes for each day of an Interest Period will be equal to the Applicable EURIBOR Rate plus 48 basis points (0.48%) (the “Interest Rate”); provided, however, that the minimum Interest Rate shall be computed zero. The Interest Rate for each Interest Period will be reset on March 23, June 23, September 23 and December 23 of each year (each such date, an “Interest Reset Date”), and will be set for the initial Interest Period on September 21, 2020. The Notes will bear interest at the Interest Rate until the principal on the basis Notes is paid or made available for payment (the “Principal Payment Date”). If any Interest Reset Date (other than the initial Interest Reset Date occurring on September 21, 2020) and interest payment date would otherwise be a day that is not a EURIBOR Business Day, such Interest Reset Date and interest payment date shall be the next succeeding EURIBOR Business Day, unless the next succeeding EURIBOR Business Day is in the next succeeding calendar month, in which case such Interest Reset Date and interest payment date shall be the immediately preceding EURIBOR Business Day. (d) Notwithstanding Section 2.03(c) hereof, if the Issuer determines at any time prior to any Interest Determination Date, that a Benchmark Event has and/or is continuing, the Issuer, acting in good faith and in a commercially reasonable manner and in accordance with the Benchmark Regulation, shall determine a substitute, alternative or successor rate for purposes of determining the Interest Rate on each Interest Determination Date occurring after such time that is substantially comparable to the Applicable EURIBOR Rate or that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency or by a widely recognized industry association or body or that is expected to develop as an industry accepted rate for debt market instruments such as or comparable to the Notes; provided that, the Issuer may, in its sole and good faith judgment, consult with a Rate Determination Agent in making any such determination. (e) If the Issuer has determined a substitute, alternative or successor rate in accordance with Section 2.03(d) hereof (such rate, the “Replacement Reference Rate”) for purposes of determining the Interest Rate on the relevant Interest Determination Date falling after such determination: (i) the Issuer will also determine (a) the Adjustment Spread and (b) the changes (if any) (the “Benchmark Adjustments”) to the business day convention, the definition of Business Day and the definition of EURIBOR Business Day, the Interest Determination Date, the day count fraction and any method for calculating the Replacement Reference Rate and any Adjustment Spread; (ii) without any requirement for the consent or approval of the Holders, references to the Applicable EURIBOR Rate under this Indenture and the Notes will be deemed (provided that the Benchmark Adjustments do not, without the prior agreement of the Trustee, the Paying Agent or the Calculation Agent, as applicable, have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Trustee, Paying Agent or the Calculation Agent under this Indenture and/or the Notes) to be references to the relevant Replacement Reference Rate, including any Benchmark Adjustments; and (iii) the Issuer will give notice as soon as reasonably practicable to the Holders (in accordance with this Indenture) specifying the Replacement Reference Rate (including any Benchmark Adjustments). (f) None of the Trustee, the Paying Agent or the Calculation Agent shall be responsible or liable for any action or inaction from the Issuer or (if applicable) the Rate Determination Agent or its (or their) determination of the Replacement Reference Rate, any Benchmark Adjustments or other related changes. (g) The determination of the Replacement Reference Rate, any Benchmark Adjustments and the other matters referred to above by the Issuer and the Rate Determination Agent (as applicable) will be final and binding on the Issuer, the Trustee, the Paying Agent, the Calculation Agent and the Holders. The Trustee, Paying Agent and Calculation Agent shall not be required to participate in the determination or selection of the Replacement Reference Rate, any Adjustment Spread or Benchmark Adjustments and shall not be required to investigate or verify the adequacy, accuracy or sufficiency of such, nor shall the Trustee, Paying Agent and the Calculation Agent be responsible for determining what is customary or prevailing in the market at such time. (h) If the Issuer is unable to or otherwise fails to determine the Replacement Reference Rate, Adjustment Spread (if any) or Benchmark Adjustments (if any), by the date ten EURIBOR Business Days prior to the relevant Interest Determination Date or if the Calculation Agent is unable (based on the information provided by the Issuer with respect to such Replacement Reference Rate, Adjustment Spread (if any) or Benchmark Adjustments (if any) and, if necessary, after consultation with the Issuer) to calculate, or calculate definitely, the Interest Rate applicable to the Interest Period commencing immediately following such Interest Determination Date, then the Applicable EURIBOR Rate in respect of such Interest Period will be the Applicable EURIBOR Rate in effect with respect to the immediately preceding Interest Period. (i) No later than the date on which the Holders are notified by the Issuer as provided above, the Issuer shall deliver to each of the Trustee, the Calculation Agent and the Paying Agent an Officers’ Certificate (on which each of the Trustee, the Calculation Agent and the Paying Agent shall be entitled to rely without further enquiry or liability): (a) confirming (I) that a Benchmark Event has occurred and the date on which the Issuer determined that a Benchmark Event had occurred; (II) if applicable, that the Rate Determination Agent meets the requirements under this Indenture; (III) the Replacement Reference Rate and any Adjustment Spread (along with an explanation in reasonable detail as to the methodologies underlying the determination of the Replacement Reference Rate, any Adjustment Spread and any Benchmark Adjustments); and/or (IV) where applicable, the specific terms of any Benchmark Adjustments, in each case, as determined in accordance with the provisions of this paragraph; and (b) certifying that the Benchmark Adjustments, to the best of its knowledge and belief (I) are necessary to ensure the proper operation of such Replacement Reference Rate and/or Adjustment Spread; and (II) have been drafted solely to such effect. (j) The sum of the Replacement Reference Rate and the Adjustment Spread shall in no event be less than 0.0%. (k) The amount of interest for each day that the Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of the Notes (known as the “Actual/360” day count). The amount of interest to be paid on the notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Interest Period. All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a 360percentage point, with five one millionths of a percentage point being rounded upwards. All euro amounts used in or resulting from such calculations will be rounded to the nearest euro cent (with one-day year consisting half euro cent being rounded upwards). (l) The Interest Rate and amount of twelve 30-day monthsinterest to be paid on the notes for each Interest Period will be determined by the Calculation Agent. The Calculation Agent will, upon the request of any Holder of the Notes, provide the Interest Rate at the time of the last interest payment date with respect to the Notes. All calculations made by the Calculation Agent shall in the absence of willful default, bad faith or manifest error be conclusive for all purposes and binding on the Issuer and the Holders. The Calculation Agent will also cause the Interest Rate and amount of interest to be paid on the Notes for each Interest Period to be notified to the Issuer, and the Issuer, in turn, shall notify the Irish Stock Exchange or any other stock exchange on which the Notes are for the time being listed, if so required by the rules of such stock exchange. (m) So long as the Applicable EURIBOR Rate is required to be determined with respect to the Notes, there will at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish the Applicable EURIBOR Rate for any Interest Period, or that the Issuer proposes to remove such Calculation Agent, the Issuer shall appoint itself or another person which is a bank, trust company, investment banking firm or other financial institution to act as the Calculation Agent. (n) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business 5.00 p.m., London time, on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding Interest shall be payable at the foregoingoffice of the Issuer maintained by the Issuer for such purposes, which shall initially be an office or agency of the Trustee. The Issuer shall pay interest (i) on any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment Notes in certificated form by check mailed to the close address of business on the applicable interest payment date must be accompanied by payment, Person entitled thereto as it appears in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchangedRegister; provided, however, that no such payment need be made (1) if a Holder exchanges its of any Notes as permitted in certificated form in the aggregate principal amount of more than €3.0 million may specify by Section 13.01(a)(iii) and written notice to the Issuer has specified a Redemption Date that is after a Record Date and on or prior it pay interest by wire transfer of immediately available funds to the Business Day immediately succeeding account specified by the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Datesuch notice, or (4ii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary Common Safekeeper or its nominee. Payment of the principal and interest If a payment date is not a Business Day, payment shall be made on the Notes not represented by a Global Note will be made at next succeeding Business Day, and no additional interest shall accrue thereon. The term “Record Date” with respect to any interest payment date shall mean the Corporate Trust Office, or Business Day immediately preceding the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of applicable interest payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United Statesdate.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered book entry form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person in whose name any Note is registered on the Note Register at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii15.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such interest payment dateInterest Payment Date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made Interest (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted including Additional Interest, if any Defaulted Interest exists any) shall be payable at the time office or agency of exchange with respect the Company maintained by the Company for such purposes in The Borough of Manhattan, City of New York, which shall initially be the office of the Paying Agent. The Company shall pay interest (including Additional Interest, if any) (a) on any Notes in certificated form by check mailed to such Note. Interest the address of the Person entitled thereto as it appears in the Note Register or (b) on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than twenty-five days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each holder at its address as it appears in the Note Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such special record date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered book entry form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Person in whose name any Note is registered on the Note Register at the close Close of business Business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange during the period from the close Close of business Business on the Record Date for any interest payment to the close Open of business Business on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) in connection with a Fundamental Change and the Issuer has specified a Redemption Fundamental Change Purchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (43) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.

Date and Denomination of Notes; Payments of Interest. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 €100,000 principal amount and in integral multiples of $€1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. form of Note attached as Exhibit A1 hereto. (b) Interest on the Notes notes will accrue from and including May 22, 2017 or the most recent interest payment date to which interest has been paid or provided for, and will be payable quarterly on February 22, May 22, August 22 and November 22 of each year, beginning on August 22, 2017. The interest so payable will be paid to each holder in whose name a note is registered at the close of business on the day that is one Business Day immediately preceding the applicable interest payment date. (c) The per annum interest rate on the notes for each day of an Interest Period (as defined below) will be equal to the Applicable EURIBOR Rate (as defined below) plus 50 basis points (0.50%) (the “Interest Rate”); provided, however, that the minimum interest rate shall be computed zero. The Interest Rate for each Interest Period will be reset on February 22, May 22, August 22 and November 22 of each year (each such date, an “Interest Reset Date”), and will be set for the initial Interest Period on May 18, 2017. The notes will bear interest at the Interest Rate until the principal on the basis notes is paid or made available for payment (the “Principal Payment Date”). If any Interest Reset Date (other than the initial Interest Reset Date occurring on May 22, 2017) and interest payment date would otherwise be a day that is not a EURIBOR Business Day, such Interest Reset Date and interest payment date shall be the next succeeding EURIBOR Business Day, unless the next succeeding EURIBOR Business Day is in the next succeeding calendar month, in which case such Interest Reset Date and interest payment date shall be the immediately preceding EURIBOR Business Day. (d) The amount of interest for each day that the notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of the notes (known as the “Actual/360” day count). The amount of interest to be paid on the notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Interest Period. All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a 360percentage point, with five one millionths of a percentage point being rounded upwards. All euro amounts used in or resulting from such calculations will be rounded to the nearest euro cent (with one-day year consisting half euro cent being rounded upwards). (e) The Interest Rate and amount of twelve 30-day monthsinterest to be paid on the notes for each Interest Period will be determined by the Calculation Agent. The Calculation Agent will, upon the request of any holder of the notes, provide the interest rate at the time of the last interest payment date with respect to the notes. All calculations made by the Calculation Agent shall in the absence of willful default, bad faith or manifest error be conclusive for all purposes and binding on the Issuer and the holders of the notes. (f) So long as the Applicable EURIBOR Rate is required to be determined with respect to the notes, there will at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish the Applicable EURIBOR Rate for any Interest Period, or that the Issuer proposes to remove such Calculation Agent, the Issuer shall appoint itself or another person which is a bank, trust company, investment banking firm or other financial institution to act as the Calculation Agent. (g) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business 5.00 p.m., London time, on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date. Notwithstanding Interest shall be payable at the foregoing, any Note or portion thereof surrendered for exchange during the period from the close office of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattanfor such purposes, The City of New York, New York, in such coin which shall initially be an office or currency agency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of Trustee. The Issuer shall pay interest on the Notes may be made (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as such address shall appear it appears in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.Register; provided, however, that a Holder of any Notes

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest at the rate and from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day monthsmonths and will accrue from the date of original issuance of the Notes, or from the most recent date to which interest has been paid or duly provided for. If any Interest Payment Date falls on a date that is not a Business Day, such payment of interest (or principal in the case of the Maturity Date or any earlier repurchase of the Notes) will be made on the next succeeding Business Day, and no interest or other amount will be paid as a result of any such delay. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business 5:00 p.m., New York City time, on any Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such interest payment dateInterest Payment Date. Notwithstanding Interest shall be payable at the foregoingoffice or agency of the Company maintained by the Company for such purposes in The Borough of Manhattan, City of New York, which shall initially be one such office of the Paying Agent at Xxxxx Fargo Bank, National Association, 000 X. 00xx Xx., 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Corporate Trust Services – Administrator for ARIAD Pharmaceuticals, Inc. The Company shall pay interest: (a) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note or portion thereof surrendered for exchange during Register or, if such certified Notes held by such Person have an aggregate principal amount of more than $2,000,000 upon written application by such Person to the period Trustee and Paying Agent (if different from the close of business on Trustee) not later than the relevant Interest Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States (which application shall remain in effect until the Noteholder notifies the Trustee and Paying Agent to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchangedcontrary); provided, however, that no such payment need be made or (1b) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at 5:00 p.m., New York City time, on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each holder at its address as it appears in the Note Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York5:00 p.m., New YorkYork City time, in on such coin or currency special record date and shall no longer be payable pursuant to the following clause (2) of the United States of America as at the time of payment is legal tender for this Section 2.03. (2) The Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 1.00 principal amount and in integral multiples of $1,000 in excess thereof1.00. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office of the Paying Agent, which shall initially be the Corporate Trust Office of the Trustee as the Company’s Paying Agent and Note Registrar. The Company shall pay interest payment date. Notwithstanding on any Notes in certificated form by check mailed to the foregoing, any address of the Person entitled thereto as it appears in the Note Register (or portion thereof surrendered for exchange during upon written application by such Person to the period Trustee and Paying Agent (if different from the close of business on Trustee) not later than the relevant Interest Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States, if such Person is entitled to interest on an aggregate principal amount in excess of $5,000,000, which application shall remain in effect until the Noteholder notifies, in writing, the Trustee and Paying Agent to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1contrary) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note Register, not less than five days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such special record date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes, which shall initially be the Corporate Trust Office of the Trustee. The Company shall pay interest payment date. Notwithstanding the foregoing(a) on any Notes in certificated form (i) to Holders holding Notes in an aggregate principal amount of $1,000,000 or less, any Note by check mailed to that Person and (ii) to Holders holding Notes in an aggregate principal amount of $1,000,000 or portion thereof surrendered for exchange during the period from the close of business on the Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied more, by payment, wire transfer in immediately available funds or other funds acceptable to that Person’s account within the United States (which account is specified in writing by such Person at least three Business Days prior to such payment), which application shall remain in effect until such Person notifies, in writing, the Note Registrar to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Datecontrary, or (4b) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee and the Paying Agent in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 40 days after the receipt by the Trustee and the Paying Agent of such notice, unless the Trustee and the Paying Agent shall consent to an earlier date), and at the same time the Company shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment. The Company shall promptly notify the Trustee and the Paying Agent in writing of such special record date and the Trustee and the Paying Agent, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each holder at its address as it appears in the Note Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such special record date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee and the Paying Agent of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesPaying Agent.

Date and Denomination of Notes; Payments of Interest. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Note. form of Note attached as Exhibit A. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. . (b) The Person in whose name any Note is registered on the Note Register at the close of business 5:00 p.m., New York City time, on any Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest (including Liquidated Damages, if any, and Additional Interest, if any) payable on such Interest Payment Date. Notwithstanding the foregoing, interest (including Liquidated Damages, if any, and Additional Interest, if any) payable upon redemption or repurchase will be payable to the Person to whom the Redemption Price or Fundamental Change Repurchase Price, as the case may be, is payable, unless the Redemption Date or the Fundamental Change Repurchase Date, as the case may be, is after 5:00 p.m., New York City time, on a Record Date and prior to 9:00 a.m., New York City time, on the corresponding Interest Payment Date, in which case the semi-annual payment dateof interest (including Liquidated Damages, if any, and Additional Interest, if any) becoming due on such Interest Payment Date shall be payable to the holder of such Note registered as such on the applicable Record Date. Notwithstanding the foregoing, any Note or portion thereof surrendered for exchange conversion during the period from the close of business after 5:00 p.m., New York City time, on the Record Date for any interest payment and prior to the close of business 9:00 a.m., New York City time, on the applicable interest payment date must corresponding Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the IssuerCompany, of an amount equal to the interest (including Liquidated Damages, if any, and Additional Interest, if any) otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchangedconverted; provided, however, provided that no such payment need be made (1) if a Holder exchanges holder converts its Notes as permitted by Section 13.01(a)(iii) in connection with a redemption and the Issuer Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment datenext Interest Payment Date, (2) if a Holder exchanges holder converts its Notes in connection with a Designated Event Fundamental Change and the Issuer Company has specified a Designated Event Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment datenext Interest Payment Date, (3) with respect to any exchange Notes surrendered for conversion on or following the Interest Payment Date, (4) if a holder converts its Notes after the Record Date immediately preceding the Maturity DateStated Maturity, or (45) to the extent of any Defaulted Interestoverdue interest, if any Defaulted Interest exists at the time of exchange conversion with respect to such Note. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay interest (including Liquidated Damages, if any, and Additional Interest, if any) (i) on any Notes in certificated form (x) by check mailed to the address of the Person entitled thereto as it appears in the Note Register or (y) if a holder of such Notes with an aggregate principal amount in excess of $1,000,000 so requests to the Note Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to such holder’s account in North America, which request shall remain in effect until such holder notifies, in writing, the Note Registrar to the contrary, or (ii) on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment of the principal and interest on the Notes not represented by a Global Note will be made at the Corporate Trust Office, or the office maintained for that purpose by the Issuer in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer, payments of interest on the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office of the Paying Agent, which shall initially be the Corporate Trust Office of the Trustee as the Company’s Paying Agent and Note Registrar. The Company shall pay interest payment date. Notwithstanding on any Notes in certificated form by check mailed to the foregoing, any address of the Person entitled thereto as it appears in the Note Register (or portion thereof surrendered for exchange during upon written application by such Person to the period Trustee and Paying Agent (if different from the close of business on Trustee) not later than the relevant Interest Record Date for any interest payment to the close of business on the applicable interest payment date must be accompanied Date, by payment, wire transfer in immediately available funds or other funds acceptable to such Person’s account within the United States, if such Person is entitled to interest on an aggregate principal amount in excess of $5,000,000, which application shall remain in effect until the Noteholder notifies, in writing, the Trustee and Paying Agent to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided, however, that no such payment need be made (1contrary) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Interest Record Date by virtue of its having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than twenty-five (25) days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment, and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note Register, not less than ten (10) days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such special record date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.

Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Noteform of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any the Regular Record Date with respect to any interest payment date an Interest Payment Date shall be entitled to receive the interest Interest payable on such Interest Payment Date, except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest payment datebecoming due on such date shall be payable to the holders of such Notes registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Note (or portion thereof surrendered for exchange thereof) is converted into Common Stock during the period after a Regular Record Date to, but excluding, the next succeeding Interest Payment Date and such Note (or portion thereof) has been called or tendered for redemption on a Redemption Date which occurs during such period, the Company shall not be required to pay Interest on such Interest Payment Date in respect of any such Note (or portion thereof), except as provided in Section 15.02. Interest shall be payable at the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee. The Company shall pay Interest (i) on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register (or upon written notice received from the close of business on the Record Date for any interest payment registered holder thereof prior to the close of business on the applicable interest payment date must be accompanied relevant Regular Record Date, by payment, wire transfer in immediately available funds or other funds acceptable funds, if such Person is entitled to the Issuer, of Interest on Notes with an amount equal to the interest otherwise payable on such interest payment date on the aggregate principal amount being exchanged; provided, however, that no such payment need be made (1in excess of $10,000,000) if a Holder exchanges its Notes as permitted by Section 13.01(a)(iii) and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (2) if a Holder exchanges its Notes in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (4ii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of exchange with respect to such Note. Interest on any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. Payment Any Interest on any Note which is payable, but is not punctually paid or duly provided for, on any May 1 or November 1 (herein called "Defaulted Interest") shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by virtue of his having been such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a "Special Record Date" for the payment of such Defaulted Interest, which shall be the date fixed in the following manner. The Company shall notify the Trustee in writing of the principal amount of Defaulted Interest proposed to be paid on each Note and interest the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest that shall be not more than 15 days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder at his address as it appears in the Note Register, not less than ten days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes not represented by a Global Note will be made (or their respective Predecessor Notes) are registered at the Corporate Trust Office, or close of business on such Special Record Date and shall no longer be payable pursuant to the office maintained for that purpose by the Issuer in the Borough following clause (2) of Manhattan, this Section 2.03. (2) The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for Company may make payment of public and private debts; provided, however, that at any Defaulted Interest in any other lawful manner not inconsistent with the option requirements of the Issuer, payments of interest any securities exchange or automated quotation system on which the Notes may be made (i) listed or designated for issuance, and upon such notice as may be required by check mailed such exchange or automated quotation system, if, after notice given by the Company to the address Trustee of the Person entitled thereto as proposed payment pursuant to this clause, such address manner of payment shall appear in the Note Register or (ii) by wire transfer to an account maintained be deemed practicable by the Person entitled thereto located within the United StatesTrustee.