Common use of Optional Conversion to Semi-annual Coupon Note Upon Tax Event Clause in Contracts

Optional Conversion to Semi-annual Coupon Note Upon Tax Event. Upon the occurrence of a Tax Event, the Company may elect to pay interest on all the Securities in lieu of future Issue Discount at the rate of 1% per annum on a restated principal amount per $1,000 original Principal Amount at Maturity (the "Restated Principal Amount") equal to the Initial Accreted Principal Amount plus Issue Discount accrued through the date of such election (the "Option Exercise Date") and shall pay such interest in cash semi-annually on February 8 and August 8 of each year (each an "Interest Payment Date") to holders of record at the close of business on the 15th calendar day immediately preceding such Interest Payment Date (each, a "Regular Record Date"). Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue semi-annually from the most recent date on which interest (other than contingent interest) has been paid or, in the case of the first interest computation, from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the Company shall mail a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of its exercise of such option the Company shall mail a written notice of the Option Exercise Date by facsimile and first-class mail to the Trustee and by first class mail to the Holders of the Securities. From and after the Option Exercise Date, (i) the Company shall be obligated to pay at Stated Maturity, in lieu of the Principal Amount at Maturity of a Security, the Restated Principal Amount thereof, (ii) "Initial Accreted Principal Amount and accrued Issue Discount," "Initial Accreted Principal Amount plus Issue Discount" or similar words, as used herein, shall mean Restated Principal Amount plus accrued and unpaid interest under this Article 10 with respect to any Security and (iii) contingent interest shall cease to accrue on the Securities. Securities authenticated and delivered after the Option Exercise Date may, and shall if required by the Trustee, bear a notation in a form approved by the Trustee as to the conversion of the Securities to semi-annual coupon notes.

Optional Conversion to Semi-annual Coupon Note Upon Tax Event. Upon From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax EventEvent and (ii) the date the Issuer exercises its option set forth in this Section 10.01, whichever is later (the Company may elect to pay "Option Exercise Date"), at the option of the Issuer, interest on all the Securities in lieu of future Original Issue Discount shall accrue at the rate of 12.125% per annum on a restated principal amount per $1,000 original Principal Amount at Maturity (the "Restated Principal Amount") equal to the Initial Accreted Principal Amount Issue Price plus Original Issue Discount accrued through to the date of such election (the "Option Exercise Date") Date and shall pay such interest in cash be payable semi-annually on February 8 7 and August 8 7 of each year (each an "Interest Payment Date") to holders of record at the close of business on the 15th calendar day immediately preceding such Interest Payment Date January 23 and July 23 (each, each a "Regular Record Date")) immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue semi-annually from the most recent date on which interest (other than contingent interest) has been paid or, in the case of the first if no interest computationhas been paid, from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the Company shall mail a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of its exercise of such the option set forth in this Section 10.01, the Company Issuer shall mail deliver a written notice of the Option Exercise Date by facsimile and first-class mail to the Trustee and by first first-class mail to the Holders of the Securities. From and after the Option Exercise Date, (i) the Company Issuer shall be obligated to pay at Stated Maturity, in lieu of the Principal Amount at Maturity of a Security, the Restated Principal Amount thereof, thereof and (ii) "Initial Accreted Principal Amount Issue Price and accrued Original Issue Discount," "Initial Accreted Principal Amount Issue Price plus Original Issue Discount" or similar words, as used herein, shall mean Restated Principal Amount plus accrued and unpaid interest under this Article 10 with respect to any Security and (iii) contingent interest shall cease to accrue on the SecuritiesSecurity. Securities authenticated and delivered after the Option Exercise Date may, and shall if required by the Trustee, bear a notation in a form approved by the Trustee as to the conversion of the Securities to semi-annual coupon notes.. In the event the Issuer exercises its option pursuant to this Section 10.01 to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the

Optional Conversion to Semi-annual Coupon Note Upon Tax Event. Upon From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax EventEvent and (ii) the date the Issuer exercises its option set forth in this Section 10.01, whichever is later (the Company may elect to pay "Option Exercise Date"), at the option of the Issuer, interest on all the Securities in lieu of future Original Issue Discount shall accrue at the rate of 11.0% per annum on a restated principal amount per $1,000 original Principal Amount at Maturity with respect to the Series A Notes (the "Series A Restated Principal Amount") and at a rate of 3.25% per annum on a restated principal amount per $1,000 original Principal Amount at Maturity with respect to the Series B Notes (the "Series B Restated Principal Amount" and, together with the Series A Restated Principal Amount, the "Restated Principal Amount") each equal to the Initial Accreted Principal Amount Issue Price plus Original Issue Discount accrued through to the date Option Exercise Date of such election (the "Option Exercise Date") Series A Notes and Series B Notes, respectively, and shall pay such interest in cash be payable semi-annually on February 8 May 25 and August 8 November 25 of each year (each an "Interest Payment Date") to holders Holders of such Series A Notes and Series B Notes, respectively, of record at the close 61 of business on the 15th calendar day immediately preceding such Interest Payment Date May 1 and November 1 (each, each a "Regular Record Date")) immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue semi-annually from the most recent date on which interest (other than contingent interest) has been paid or, in the case of the first if no interest computationhas been paid, from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the Company shall mail a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of its exercise of such the option set forth in this Section 10.01, the Company Issuer shall mail deliver a written notice of the Option Exercise Date by facsimile and first-class mail to the Trustee and by first first-class mail to the Holders of any series of Securities for which the SecuritiesIssuer has exercised its option. From and after the Option Exercise Date, (i) the Company Issuer shall be obligated to pay at Stated Maturity, in lieu of the Principal Amount at Maturity of a Securityany series of Securities for which the Issue Price has exercised its option, the applicable Restated Principal Amount thereof, thereof and (ii) "Initial Accreted Principal Amount Issue Price and accrued Original Issue Discount," "Initial Accreted Principal Amount Issue Price plus Original Issue Discount" or similar words, as used herein, shall mean the applicable Restated Principal Amount plus accrued and unpaid interest under this Article 10 (including Contingent Interest) with respect to any Security and (iii) contingent interest shall cease to accrue on the such series of Securities. Securities authenticated and delivered after the Option Exercise Date may, and shall if required by the Trustee, bear a notation in a form approved by the Trustee as to the conversion of the such Securities to semi-annual coupon notes. In the event the Issuer exercises its option pursuant to this Section 10.01 to have interest in lieu of Original Issue Discount accrue on any series of Securities following a Tax Event, the Holder of such series of Securities shall be entitled on conversion into Shares to receive the same number of Shares such Holder would have received if the Issuer had not exercised such option. If the Issuer exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities to be redeemed purchased or repurchased on a date within such period) must be accompanied by payment of an amount equal to the interest (including Contingent Interest) thereon that the registered Holder is entitled to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities shall be payable by the Issuer on any Interest Payment Date subsequent to the date of conversion.

Optional Conversion to Semi-annual Coupon Note Upon Tax Event. Upon the occurrence of a Tax Event, the Company may elect to pay interest on all the Securities in lieu of future Original Issue Discount at the rate of 1% per annum on a restated principal amount per $1,000 original Principal Amount at Maturity (the "Restated Principal Amount") equal to the Initial Accreted Principal Amount Issue Price plus Original Issue Discount accrued through the date of such election (the "Option Exercise Date") and shall pay such interest in cash semi-annually on February 8 and August 8 of each year (each an "Interest Payment Date") to holders of record at the close of business on the 15th calendar day immediately preceding such Interest Payment Date (each, a "Regular Record Date"). Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue semi-annually from the most recent date on which interest (other than contingent interest) has been paid or, in the case of the first if no interest computationhas been paid, from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the Company shall mail a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of its exercise of such option the Company shall mail a written notice of the Option Exercise Date by facsimile and first-class mail to the Trustee and by first class mail to the Holders of the Securities. From and after the Option Exercise Date, (i) the Company shall be obligated to pay at Stated Maturity, in lieu of the Principal Amount at Maturity of a Security, the Restated Principal Amount thereof, (ii) "Initial Accreted Principal Amount Issue Price and accrued Original Issue Discount," "Initial Accreted Principal Amount Issue Price plus Original Issue Discount" or similar words, as used herein, shall mean Restated Principal Amount plus accrued and unpaid interest under this Article 10 with respect to any Security and (iii) contingent interest shall cease to accrue on the Securities. Securities authenticated and delivered after the Option Exercise Date may, and shall if required by the Trustee, bear a notation in a form approved by the Trustee as to the conversion of the Securities to semi-annual coupon notes.

Optional Conversion to Semi-annual Coupon Note Upon Tax Event. Upon From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax EventEvent and (ii) the date the Issuer exercises its option set forth in this Section 10.01, whichever is later (the Company may elect to pay "Option Exercise Date"), at the option of the Issuer, interest on all the Securities in lieu of future Original Issue Discount shall accrue at the rate of 1___% per annum on a restated principal amount per $1,000 original Principal Amount at Maturity with respect to the Securities (the "Restated Principal Amount") equal to the Initial Accreted Principal Amount Issue Price plus Original Issue Discount accrued through to the date of such election (the "Option Exercise Date") Date of the Securities, and shall pay such interest in cash be payable semi-annually on February 8 ________ and August 8 ________ of each year (each an "Interest Payment Date") to holders Holders of the Securities, of record at the close of business on the 15th calendar day immediately preceding such Interest Payment Date May 1 and November 1 (each, each a "Regular Record Date")) immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue semi-annually from the most recent date on which interest (other than contingent interest) has been paid or, in the case of the first if no interest computationhas been paid, from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the Company shall mail a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of its exercise of such the option set forth in this Section 10.01, the Company Issuer shall mail deliver a written notice of the Option Exercise Date by facsimile and first-class mail to the Trustee and by first first-class mail to the Holders of any series of Securities for which the SecuritiesIssuer has exercised its option. From and after the Option Exercise Date, (i) the Company Issuer shall be obligated to pay at Stated Maturity, in lieu of the Principal Amount at Maturity of a Securityany series of Securities for which the Issue Price has exercised its option, the applicable Restated Principal Amount thereof, thereof and (ii) "Initial Accreted Principal Amount Issue Price and accrued Original Issue Discount," "Initial Accreted Principal Amount Issue Price plus Original Issue Discount" or similar words, as used herein, shall mean the applicable Restated Principal Amount plus accrued and unpaid interest under this Article 10 (including Contingent Interest) with respect to any Security and (iii) contingent interest shall cease to accrue on the such series of Securities. Securities authenticated and delivered after the Option Exercise Date may, and shall if required by the Trustee, bear a notation in a form approved by the Trustee as to the conversion of the such Securities to semi-annual coupon notes. In the event the Issuer exercises its option pursuant to this Section 10.01 to have interest in lieu of Original Issue Discount accrue on any series of Securities following a Tax Event, the Holder of such series of Securities shall be entitled on conversion into Shares to receive the same number of Shares such Holder would have received if the Issuer had not exercised such option. If the Issuer exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities to be redeemed purchased or repurchased on a date within such period) must be accompanied by payment of an amount equal to the interest (including Contingent Interest) thereon that the registered Holder is entitled to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities shall be payable by the Issuer on any Interest Payment Date subsequent to the date of conversion.

Optional Conversion to Semi-annual Coupon Note Upon Tax Event. Upon From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event, Event and (ii) the date the Company may elect to pay exercises its option set forth in this Section 12.01, whichever is later (the "Option Exercise Date"), at the option of the Company, interest on all the Securities in lieu of future Original Issue Discount shall accrue at the rate of 13.75% per annum on a restated principal amount per $1,000 original Principal Amount at Maturity (the "Restated Principal Amount") equal to the Initial Accreted Principal Amount Issue Price plus Original Issue Discount accrued through the date of such election (the "Option Exercise Date") Date and shall pay such interest in cash be payable semi-annually on February 8 January 12 and August 8 July 12 of each year (each an "Interest Payment Date") to holders of record at the close of business on the 15th calendar day immediately preceding such Interest Payment Date December 29 or June 28 (each, each a "Regular Record Date")) immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue semi-annually from the most recent date on which interest (other than contingent interest) has been paid or, in the case of the first if no interest computationhas been paid, from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the Company shall mail deliver a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of its exercise of such option the Company shall mail deliver a written notice of the Option Exercise Date by facsimile and first-class mail to the Trustee and by first class mail to the Holders of the Securities. From and after the Option Exercise Date, (i) the Company shall be obligated to pay at Stated Maturity, in lieu of the Principal Amount at Maturity of a Security, the Restated Principal Amount thereof, thereof and (ii) "Initial Accreted Principal Amount Issue Price and accrued Original Issue Discount," "Initial Accreted Principal Amount Issue Price plus Original Issue Discount" or similar words, as used herein, shall mean Restated Principal Amount plus accrued and unpaid interest under this Article 10 with respect to any Security and (iii) contingent interest shall cease to accrue on the SecuritiesSecurity. Securities authenticated and delivered after the Option Exercise Date may, and shall if required by the Trustee, bear a notation in a form approved by the Trustee as to the conversion of the Securities to semi-annual coupon notes.