Common use of Original Issue Discount Notes Clause in Contracts

Original Issue Discount Notes. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity hereof in lieu of the principal amount due at the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the Redemption Date or the date of repayment, as the case may be, multiplied by the Redemption Price. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles using a constant yield method) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period, a coupon rate equal to the initial coupon rate applicable to this Note and an assumption that the Maturity of this Note will not be accelerated). If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence.

Original Issue Discount Notes. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount NoteNote as specified on the face hereof, the amount payable in the event of redemption or repayment prior to the Stated Maturity hereof in lieu of the principal amount due at the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the Redemption Date or the date of repayment, as the case may be, multiplied by the Redemption Price. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles using a constant yield method) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period, a coupon rate equal to the initial coupon rate applicable to this Note and an assumption that the Maturity of this Note will not be accelerated). If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence.

Original Issue Discount Notes. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity hereof in lieu of the principal amount due at the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the Redemption Date or the date of repayment, as the case may be, multiplied by the Redemption Price. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles using a constant yield method) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period, a coupon rate equal to the initial coupon rate applicable to this Note and an assumption that the Maturity of this Note will not be accelerated). If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence.. 1051043.4 10201 1256C 00692469

Original Issue Discount Notes. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity hereof in lieu of the principal amount Outstanding due at the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the Redemption Date or the date of repayment, as the case may be, multiplied by the Redemption Price. The "“Amortized Face Amount" ” of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount Outstanding hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles using a constant yield method) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amountamount Outstanding. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period, a coupon rate equal to the initial coupon rate applicable to this Note and an assumption that the Maturity of this Note will not be accelerated). If the period from the Original Issue Date to the initial Interest Payment Date (the "“Initial Period"”) is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence.

Original Issue Discount Notes. Notwithstanding anything herein to the contrary, if this Senior Note is an Original Issue Discount NoteNote as specified on the face hereof, the amount payable in the event the principal amount hereof is declared to be due and payable immediately by reason of an Event of Default or in the event of redemption or repayment hereof prior to the Stated Maturity hereof hereof, in lieu of the principal amount due at the Stated Maturity hereof shall hereof, will be the Amortized Face Amount of this Senior Note as of the Redemption Date or the date of declaration, redemption or repayment, as the case may be, multiplied by the Redemption Price. The "Amortized Face Amount" of this Senior Note shall will be the amount equal to the sum of (ai) the principal amount of this Senior Note multiplied by the Issue Price (as set forth specified on the face hereofhereof and (ii) plus (b) that the portion of the difference between the Issue Price dollar amount determined pursuant to the preceding clause (i) and the principal amount hereof that has accrued at the Yield to Maturity (as set forth specified on the face hereof) hereof (computed in accordance with generally accepted United States bond yield computation principles using a constant yield methodprinciples) at to such date of declaration, redemption or repayment, as the date as of which the Amortized Face Amount is calculated case may be, but in no event shall will the Amortized Face Amount of this Senior Note exceed its principal amount. The constant yield For the purpose of determining whether Holders of the requisite principal amount of Senior Notes of a series outstanding under the Senior Indenture have made a demand or given a notice or waiver or taken any other action, the outstanding principal amount of Original Issue Discount Notes will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (Amortized Face Amount of such Senior Notes as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period, a coupon rate equal to the initial coupon rate applicable to this Note and an assumption that the Maturity of this Note will not be accelerated). If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then date of such period will be divided into a regular compounding period and a short period, with the short period being treated determination as provided in the preceding sentencespecified above.

Original Issue Discount Notes. Notwithstanding anything herein to the contrary, if this Subordinated Note is an Original Issue Discount NoteNote as specified on the face hereof, the amount payable in the event the principal amount hereof is declared to be due and payable immediately by reason of an Event of Default or in the event of redemption or repayment hereof prior to the Stated Maturity hereof hereof, in lieu of the principal amount due at the Stated Maturity hereof shall hereof, will be the Amortized Face Amount of this Subordinated Note as of the Redemption Date or the date of declaration, redemption or repayment, as the case may be, multiplied by the Redemption Price. The "Amortized Face Amount" of this Subordinated Note shall will be the amount equal to the sum of (ai) the principal amount of this Subordinated Note multiplied by the Issue Price (as set forth specified on the face hereofhereof and (ii) plus (b) that the portion of the difference between the Issue Price dollar amount determined pursuant to the preceding clause (i) and the principal amount hereof that has accrued at the Yield to Maturity (as set forth specified on the face hereof) hereof (computed in accordance with generally accepted United States bond yield computation principles using a constant yield methodprinciples) at to such date of declaration, redemption or repayment, as the date as of which the Amortized Face Amount is calculated case may be, but in no event shall will the Amortized Face Amount of this Subordinated Note exceed its principal amount. The constant yield For the purpose of determining whether Holders of the requisite principal amount of Subordinated Notes of a series outstanding under the Subordinated Indenture have made a demand or given a notice or waiver or taken any other action, the outstanding principal amount of Original Issue Discount Notes will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (Amortized Face Amount of such Subordinated Notes as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period, a coupon rate equal to the initial coupon rate applicable to this Note and an assumption that the Maturity of this Note will not be accelerated). If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then date of such period will be divided into a regular compounding period and a short period, with the short period being treated determination as provided in the preceding sentencespecified above.

Original Issue Discount Notes. Notwithstanding anything herein This Note may be issued as a Note in which the issue price (set forth on the face hereof) is less than 100% of the principal amount thereof, (i.e. par) by more than a percentage equal to the contraryproduct of 0.25% and the number of full years to the Maturity Date ("Original Issue Discount Notes"). Original Issue Discount Notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of the issuance. The difference between the issue price of an Original Issue Discount Note and par is referred to as the "Discount." In the event of redemption, if this Note is repayment or acceleration of Maturity of an Original Issue Discount Note, the amount payable to the Holder will be equal to the sum of: o the issue price (increased by any accruals of Discount) and, in the event of any redemption or repayment prior to the Stated Maturity hereof in lieu of the principal amount due at applicable Original Issue Discount Note, if applicable, multiplied by the Stated Maturity hereof shall be initial redemption percentage (as adjusted, if applicable); and o any unpaid interest accrued on the Amortized Face Amount of this Original Issue Discount Note as of the Redemption Date or to the date of repaymentthe redemption, repayment or acceleration of the Maturity, as the case may be, multiplied by the Redemption Price. The "Amortized Face Amount" For purposes of this Note shall be determining the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof Discount that has accrued at the Yield to as of any date on which a redemption, repayment or acceleration of Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles occurs for an Original Issue Discount Note, a Discount will be accrued using a constant yield method) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates for the applicable Original Issue Discount Note (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to this the Original Issue Discount Note and an assumption that the Maturity of this an Original Issue Discount Note will not be accelerated). If the period from the Original Issue Date date of issue to the initial first Interest Payment Date for an Original Issue Discount Note (the "Initial Period") is shorter than the compounding period for this the Original Issue Discount Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding periodthen the compounding, then such the period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence.. The accrual of the applicable Discount may differ from the accrual of original issue discount for purposes of the Internal Revenue Code of 1986 (the "Code"), as amended, certain Original Issue Discount Notes may not be treated as having original issue discount within the meaning of the Code, and notes other than Original Issue Discount Notes may be treated as issued with original issue discount for federal income tax purposes. GENERAL INFORMATION REGARDING THE NOTES