Common use of INTEREST PAYMENT AND RECORD DATES Clause in Contracts

INTEREST PAYMENT AND RECORD DATES. Interest will be due and payable on the Interest Payment Dates. The “Interest Payment Dates” for the Securities shall be March ___ and September ___ of each calendar year, beginning with, and including, September ___, 2009, and on each Conversion Date, Mandatory Conversion Date and the Maturity Date, as applicable. The Record Date for an Interest Payment Date that falls on March ___ shall be the immediately preceding March 1, the Record Date for an Interest Payment Date that falls on September ___ shall be the immediately preceding September 1. Interest will accrue on the Securities from and including the Issue Date, or from and including the Record Date with respect to the previous Interest Payment Date, to, but excluding, the current Record Date, Conversion Date, Mandatory Conversion Date or Maturity Date, as applicable. Interest will accrue on the basis of a 360-day year consisting of twelve 30-day months. Interest will be payable in cash or, at the Company’s option at any time following the Authorization Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Interest Payment Date, Conversion Date, Mandatory Conversion Date or the Maturity Date; provided that interest may only be paid in shares of Common Stock if the following conditions (the “Equity Conditions”), have been met: (1) the Company has sufficient authorized shares available to cover the payment of interest in shares; (2) the shares of Common Stock to be issued shall not require registration with, or approval of, any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the applicable Interest Payment Date, Conversion Date, Mandatory Conversion Date or Maturity Date, as applicable; and (3) the shares of Common Stock to be issued will, upon issuance, be duly and validly issued and fully paid and nonassessable and free of any preemptive or similar rights. Certificates for shares of Common Stock issued as interest payments hereunder shall be transmitted by the Company to its transfer agent who will transfer such certificates to the Holder (or Beneficial Holder) by crediting the account of the Holder’s prime broker with the DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system on or before the applicable Interest Payment Date, Conversion Date, Mandatory Conversion Date or Maturity Date, as applicable.

INTEREST PAYMENT AND RECORD DATES. Interest will be due accrue on the unpaid portion of the principal of this Bond from the Dated Date stated above and payable on thereafter from the Interest Payment Dates. The “Interest Payment Dates” for Date (as hereinafter defined) next preceding the Securities shall be March ___ and September ___ date of each calendar yearauthentication hereof to which interest has been paid or duly provided for, beginning with, and including, September ___, 2009, and on each Conversion Date, Mandatory Conversion Date and unless the Maturity Date, as applicable. The Record Date for date of authentication hereof is an Interest Payment Date to which interest has been paid or duly provided for, in which case from the date of authentication hereof, or unless no interest has been paid or duly provided for on the Bonds of this series, in which case from the Dated Date; provided, however, that falls if the date of authentication is between the Record Date (as hereinafter defined) for any Interest Payment Date and such Interest Payment Date, then interest will accrue from such Interest Payment Date or, if the Company shall default in payment of the interest due on March ___ such Interest Payment Date, then from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, then from the Dated Date. When interest is payable at the rate in the first column below, interest accrued during the period (an “Interest Period”) shown in the second column will be paid on the date (an “Interest Payment Date”) in the third column to holders of record on the date (a “Record Date”) in the fourth column: Daily* Interest Payment Date to Interest Payment Date First Business Day of the next month Last Business Day before Interest Payment Date Weekly* Interest Payment Date to Interest Payment Date First Business Day of the next month Last Business Day before Interest Payment Date Commercial Paper From 1 to 270 days as determined for each Bond pursuant to the Agreement (“Commercial Paper Period”) Day after the last day of Commercial Paper Period Last Business Day before Interest Payment Date Long-Term** 270 days or longer Each first day of each sixth calendar month after effective date of Long-Term Interest Rate Fifteenth of the month before the Interest Payment Date*** Auction Mode One day or longer as determined for each Bond pursuant to the Agreement The Business Day immediately following each Auction Period **** The Business Day preceding an Interest Payment Date therefor “Business Day” is defined in the Agreement. Payment of defaulted interest will be made to holders of record as of the fifth-to-last Business Day before payment. * If there shall be a change from a Daily Rate or a Weekly Rate on a day other than the first Business Day of a calendar month, the then current Interest Period relating to such Daily Rate or Weekly Rate shall end on the day immediately preceding the date on which the new interest rate on the Bonds shall become effective, which date in the case of a change from a Daily Rate or a Weekly Rate, shall be the Interest Payment Date for such Interest Period, for which the Record Date shall be the immediately preceding March 1Business Day. If such new interest rate shall be a Daily Rate or a Weekly Rate, the first Interest Period relating thereto shall begin on the effective date of such new interest rate and end on the day immediately preceding the first Business Day of the next month, for which the Interest Payment Date and the Record Date shall be as prescribed in this Table. ** If there shall be a change from a Long-Term Interest Rate on a day other than a regularly scheduled Interest Payment Date for a Long-Term Interest Rate Period, or if there shall be an early termination of such Long-Term Interest Rate Period and a new Long-Term Interest Rate shall be set, such Long-Term Interest Rate Period shall end on the day immediately preceding the date on which the new interest rate shall become effective, which date shall be the Interest Payment Date for such Long-Term Interest Rate Period, for which the Record Date shall be the last day of such Long-Term Interest Rate Period or, if sooner, the first day of such Long-Term Interest Rate Period. If such new interest rate shall be a Daily Rate or a Weekly Rate, the first Interest Period relating thereto shall begin on the effective date of such new interest rate and end on the day immediately preceding the first Business Day of the next month, for which the Interest Payment Date and the Record Date shall be as prescribed in this Table. *** If an Interest Payment Date occurs less than 15 days after the first day of a Long-Term Interest Rate Period, the first day of such Long-Term Interest Rate Period is the Record Date for an such Interest Payment Date that falls on September ___ shall be the immediately preceding September 1Date. **** The Interest will accrue on the Securities from and including the Issue Date, or from and including the Record Payment Date with respect to a daily Auction Period shall be the previous first Business Day of the month immediately succeeding such Auction Period. The Interest Payment DateDate with respect to a Flexible Auction Period of (i) seven or more but fewer than 183 days shall be the Business Day immediately following such Flexible Auction Period, to, but excluding, the current Record Date, Conversion Date, Mandatory Conversion Date or Maturity Date, as applicable. Interest will accrue (ii) 183 or more days shall be each semiannual date on which interest on the basis of a 360-day year consisting of twelve 30-day months. Interest will Bonds would be payable in cash or, if such Bonds bore interest at the Company’s option at any time following the Authorization Date, in shares a fixed rate of Common Stock, valued at 90% of the Daily VWAP interest and on the Trading Business Day immediately preceding the Interest Payment Date, Conversion Date, Mandatory Conversion Date or the Maturity Date; provided that interest may only be paid in shares of Common Stock if the following conditions (the “Equity Conditions”), have been met: (1) the Company has sufficient authorized shares available to cover the payment of interest in shares; (2) the shares of Common Stock to be issued shall not require registration with, or approval of, any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the applicable Interest Payment Date, Conversion Date, Mandatory Conversion Date or Maturity Date, as applicable; and (3) the shares of Common Stock to be issued will, upon issuance, be duly and validly issued and fully paid and nonassessable and free of any preemptive or similar rights. Certificates for shares of Common Stock issued as interest payments hereunder shall be transmitted by the Company to its transfer agent who will transfer such certificates to the Holder (or Beneficial Holder) by crediting the account of the Holder’s prime broker with the DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system on or before the applicable Interest Payment Date, Conversion Date, Mandatory Conversion Date or Maturity Date, as applicableFlexible Auction Period.