Common use of Tax Event Clause in Contracts

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.25% per annum on a principal amount per Note (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on each Interest Payment Date to Holders of record at the close of business on the 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.5% per annum on a principal amount per Note Debenture (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through to the date immediately prior to the Tax Event Date or the date on which the Company exercises the option described herein, whichever is later (such date, the "Option Exercise Date"). Such interest shall accrue from the Option Exercise Date and shall be payable semiannually on January 16 and July 16 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the January 1 or July 1 (each a "Regular Record Date Date") immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised composed of twelve 12 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Debenture that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person Person in whose name that Note Debenture is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment The Company will make such payments (i) by wire transfer of cash interest on immediately available funds with respect to Debentures held in book-entry form or (ii) by check payable in such money mailed to a Holder's registered address with respect to any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) certificated Debentures. Except as otherwise specified with respect to the NotesDebentures, any Defaulted Interest interest on any Note Debenture that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such optionthe option provided for in this paragraph 10, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.5% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on February 16 and August 16 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the February1 or August 1 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, cash interest in lieu of future Original Issue Discount and regular cash interest shall accrue after the Option Exercise Date at the rate of 2.251.5% per annum on a principal amount per Note (the "Restated Principal Amount") Amount which shall be equal to the Issue Price plus Original Issue Discount accrued through Accreted Value on the Option Exercise Date and shall be payable in cash semiannually on each Interest Payment Date to Holders holders of record at the close of business on the 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 from the most recent date to on which interest has been paid or, if no interest has been paid, from the Option Exercise Date. Within 30 days of the occurrence of a Tax Event, the Company shall deliver a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of their exercise of such option the Company shall 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 CZARS. From and after the Option Exercise Date, the Company shall be obligated to pay at Final Maturity or upon a Redemption Date, Purchase Date or Fundamental Change Purchase Date the Restated Principal Amount thereof plus accrued and unpaid interest (including contingent interest). (b) Cash interest Interest on any Note CZARS that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note CZARS is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note CZARS shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, cash interest in lieu of future Original Issue Discount and regular cash interest shall accrue after the Option Exercise Date at the rate of 2.251.00% per annum on a principal amount per Note (the "Restated Principal Amount") Amount which shall be equal to the Issue Price plus Original Issue Discount accrued through Accreted Value on the Option Exercise Date and shall be payable in Cash semiannually on each Interest Payment Date to Holders holders of record at the close of business on the 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 from the most recent date to on which interest has been paid or, if no interest has been paid, from the Option Exercise Date. Within 30 days of the occurrence of a Tax Event, the Company shall deliver a written notice of such Tax Event by facsimile and first-class mail to the Trustee and within 15 days of their exercise of such option the Company shall 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 Notes. From and after the Option Exercise Date, the Company shall be obligated to pay at Final Maturity or upon a Redemption Date, Purchase Date or Fundamental Change Purchase Date the Restated Principal Amount thereof plus accrued and unpaid interest (including contingent interest). (b) Cash interest Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.255.5% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the 108 Option Exercise Date and shall be payable semiannually on February 16 and August 16 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the February 1 or August 1 (each a "Regular Record Date Date") immediately preceding such Interest interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.255.5% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on February 16 and August 16 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the February 1 or August 1 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after the later of (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and or (ii) the date the Company exercises such option, whichever is later option (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.250.50% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on May 7 and November 7 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the April 21 or October 22 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day by check; provided that payment by wire transfer of immediately available funds by will be required with respect to principal on and interest, if any, on all Global Securities and all other Securities the holders of which shall have provided wire transfer instructions to the Company or the Paying Agent for an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such optionthe option provided for in this paragraph 10, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.625% per annum on a principal amount per Note (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on April 30 and October 31 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the April 15 or October 16 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 [ ] of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (ai) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.25% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through to the Option Exercise date immediately prior to the Tax Event Date and shall be payable semiannually on and of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the or (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Tax Event Date. (bii) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a global Security, interest payable on any Interest Payment Date will be paid to the Depositary, for the purpose of permitting such party to credit the interest received by it in respect of such global Security to the accounts of the beneficial owners thereof. (ciii) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest interest on any Note Security that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 11.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such optionthe option provided for in this paragraph 10, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.250.75% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on May 4 and November 4 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the April 20 or October 21 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.250.875% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on January 28 and July 28 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the January 5 or July 5 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.. --------

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.75% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on June 12 and December 12 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the May 28 or November 27 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.5% per annum on a principal amount Principal Amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on February 15 and August 15, of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the February 1 or August 1 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) . Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 Indenture. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION Any Securities called for redemption, or as to which a Repurchase Notice has been given but not withdrawn, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into Common Stock of the Original IndentureCompany and to make payment for such Securities to the Paying Agent in trust for such Holders.

Tax Event. (a) From and after (i) the date (the "Tax Event DateTAX EVENT DATE") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.5% per annum on a principal amount per Note Security (the "Restated Principal AmountRESTATED PRINCIPAL AMOUNT") equal to the Issue Price plus Original Issue Discount accrued through to the Option Exercise date immediately prior to the later of the Tax Event Date or the date the Company makes its election and shall be payable semiannually on February 5 and August 5 of each Interest Payment Date year (each an "INTEREST PAYMENT DATE") to Holders of record at the close of business on the Regular Record Date January 15 or July 15 (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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Tax Event Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person Person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a permanent global Security, interest payable on any Interest Payment Date will be paid to the Depositary, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent global Security held for its account by Cede & Co. or the London office of a depositary, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest interest on any Note Security that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 of the Supplemental Indenture and Section 2.17 of the Original Indenture.to

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.5% per annum on a principal amount Principal Amount per Note Security (the "Restated Principal Amount") equal to the 75 Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on June 6 and December 6 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the May 23 or November 22 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) . Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 Indenture. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION Any Securities called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into Common Stock of the Original IndentureCompany and to make payment for such Securities to the Paying Agent in trust for such Holders.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.00% per annum on a principal amount Principal Amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on January 28 and July 28 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the January 13 or July 13 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) . Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 14.2(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252 3/4% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on May 8 and November 8 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the April 23 and October 24 (each a "Regular Record Date Date") or 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person Person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 702(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such optionthe option provided for in this paragraph 10, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on February 13 and August 13 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the January 30 or July 30 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on 90 the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.25% .% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through to the Option Exercise date immediately prior to the Tax Event Date and shall be payable semiannually on . and . of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the . or . (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Tax Event Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a global Security, interest payable on any Interest Payment Date will be paid to the Depositary, for the purpose of permitting such party to credit the interest received by it in respect of such global Security to the accounts of the beneficial owners thereof. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest interest on any Note Security that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 12.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after the later of (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and or (ii) the date the Company exercises such option, whichever is later option (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.257% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on June 28 and December 28 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the June 13 or December 13 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day by check; provided that payment by wire transfer of immediately available funds by will be required with respect to principal on and interest, if any, on all Global Securities and all other Securities the holders of which shall have provided wire transfer instructions to the Company or the Paying Agent for an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.50% per annum on a principal amount Principal Amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on March 15, and September 15, of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the March 1 or September 1 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) . Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 Indenture. Conversion Arrangement on Call for Redemption Any Securities called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into Common Stock of the Original IndentureCompany and to make payment for such Securities to the Paying Agent in trust for such Holders.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.00% per annum on a principal amount Principal Amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on May 15 and November 15, of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the May 1 or November 1 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) . Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 Indenture. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION Any Securities called for redemption, or as to which a Repurchase Notice has been given but not withdrawn, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into Common Stock of the Original IndentureCompany and to make payment for such Securities to the Paying Agent in trust for such Holders.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.254% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on March 11 and September 11 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the February 24 or August 27 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a Global Security, interest payable on any Interest Payment Date will be paid to the Depositary for the purpose of permitting such party to credit the interest received by it in respect of such Global Security to the accounts of the beneficial owners thereof. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 12.02 (b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.00% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on August 16 and February 16 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the August 1 or February 1 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the -------------- occurrence of a Tax Event and (ii) the date the Company exercises such optionthe option provided for in this paragraph 10, whichever is later (the "Option Exercise --------------- Date"), at the option of the Company, interest in lieu of future Original Issue ---- Discount and regular or cash interest shall accrue at the rate of 2.251.0% per annum on a principal amount per Note (the "Restated Principal Amount") equal to the Issue ------------------------- Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on April 19 and October 19 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the --------------------- April 4 and October 4 (each a "Regular Record Date Date") immediately preceding such ------------------- Interest Payment Date. Interest will be computed on the a semiannual bond equivalent basis of using a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 502(b) of the Second Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event DateTAX EVENT DATE") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.25_____% per annum on a principal amount per Note Security (the "Restated Principal AmountRESTATED PRINCIPAL AMOUNT") equal to the Issue Price plus Original Issue Discount accrued through to the Option Exercise date immediately prior to the Tax Event Date and shall be payable semiannually on _____ and ______ of each Interest Payment Date year (each an "INTEREST PAYMENT DATE") to Holders of record at the close of business on the Regular Record Date ______ or ______ (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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Tax Event Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a permanent global Security, interest payable on any Interest Payment Date will be paid to the Depositary, Euroclear and/or Cedel, as the case may be, with respect to that portion of such permanent global Security held for its account by Cede & Co. or the London office of a depositary, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest interest on any Note Security that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 12.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.255.00% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on June 23 and December 23 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the June 8 or December 8 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after the later of (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and or (ii) the date the Company exercises such option, whichever is later option (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.250.50% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on May 7 and November 7of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the April 21 or October 22 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day by check; provided that payment by wire transfer of immediately available funds by will be required with respect to principal on and interest, if any, on all Global Securities and all other Securities the holders of which shall have provided wire transfer instructions to the Company or the Paying Agent for an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From At the option of the Company, from and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.00 % per annum on a principal amount per Note (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on June 6 and December 6 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the May 22 or November 21 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.2(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event DateTAX EVENT DATE") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.0% per annum on a principal amount per Note Security (the "Restated Principal AmountRESTATED PRINCIPAL AMOUNT") equal to the Issue Price plus Original Issue Discount accrued through to the Option Exercise date immediately prior to the Tax Event Date and shall be payable semiannually on January 2 and July 2 of each Interest Payment Date year (each an "INTEREST PAYMENT DATE") to Holders of record at the close of business on the Regular Record Date December 15 or June 15 (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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Tax Event Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a permanent global Security, interest payable on any Interest Payment Date will be paid to the Depositary, Euroclear and/or Cedel, as the case may be, with respect to that portion of such permanent global Security held for its account by Cede & Co. or the London office of a depositary, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest interest on any Note Security that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 12.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.75% per annum on a principal amount Principal Amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on May 24 and November 24, of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the May 10 or November 10 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) . Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 Indenture. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION Any Securities called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into Ordinary Shares of the Original Company and to make payment for such Securities to the Paying Agent in trust for such Holders. TAX ADDITIONAL AMOUNTS The Company agrees that any amounts to be paid by the Company hereunder with respect to any Security shall be paid without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges whatsoever imposed by or for the account of the Cayman Islands or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by the Cayman Islands or any such subdivision or authority thereof or therein, the Company will (subject to compliance by the Holder of such Security with any relevant administrative requirements) pay such additional amounts ("Tax Additional Amounts") in respect of principal amount, premiums (if any), Redemption Price, and interest (if any), in accordance with the terms of the Securities and the Indenture., as the case may be in order that the amounts received by the Holder of the Security, after such deduction or withholding, shall equal the respective amounts of principal amount, premium (if any), Redemption Price, and interest (if any), in accordance with the terms of the Securities and the Indenture, as specified in such Securities to which such Holder is entitled; provided, however, that the foregoing shall not apply to:

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, at the option of the Company, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.254.0% per annum on a principal amount Principal Amount at Maturity per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually semi-annually on February 28 and August 28 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the February 15 or August 15 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid or duly provided for, from the Option Exercise Date. (b) Cash interest . Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purposeDate. Each installment of cash interest on any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 Indenture. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION Any Securities of this series called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into Common Stock of the Original IndentureCompany and to make payment for such Securities to the Paying Agent in trust for such Holders.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.253.125% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through to the Option Exercise date immediately prior to the Tax Event Date and shall be payable semiannually on April 14 and October 14 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the March 30 or September 29 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Tax Event Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a permanent global Security, interest payable on any Interest Payment Date will be paid to the Depositary, Euroclear and/or Cedel, as the case may be, with respect to that portion of such permanent global Security held for its account by Cede & Co. or the London office of a depositary, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest interest on any Note Security that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 12.02 (b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.252.50% per annum on a principal amount per Note Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through the Option Exercise Date and shall be payable semiannually on November 1 and May 1 of each year (each an "Interest Payment Date Date") to Holders holders of record at the close of business on the October 15 or April 15 (each a "Regular Record Date 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 from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest Interest on any Note Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Note Security is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment of cash interest on any Note Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) Except as otherwise specified with respect to the NotesSecurities, any Defaulted Interest on any Note Security shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 10.02(b) of the Supplemental Indenture and Section 2.17 of the Original Indenture.

Tax Event. (a) From and after (i) the date (the "Tax Event Date") of the occurrence of a Tax Event and (ii) the date the Company exercises such option, whichever is later (the "Option Exercise Date")Event, at the option of the Company, interest in lieu of future Original Issue Discount and regular cash interest shall accrue at the rate of 2.254.75% per annum on a principal amount per Note Debenture (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued through to the date immediately prior to the Tax Event Date or the date on which the Company exercises the option described herein, whichever is later (such date, the "Option Exercise Date"). Such interest shall accrue from the Option Exercise Date and shall be payable semiannually on April 24 and October 24 of each year (each an "Interest Payment Date Date") to Holders of record at the close of business on the March 31 or September 30 (each a "Regular Record Date Date") immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised composed of twelve 12 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Option Exercise Date. (b) Cash interest . Interest on any Note Debenture that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person Person in whose name that Note Debenture is registered at the close of business on the Regular Record Date for such cash interest at the office or agency of the Company maintained for such purpose. Each installment The Company will make such payments (i) by wire transfer of cash interest on immediately available funds with respect to Debentures held in book-entry form or (ii) by check payable in such money mailed to a Holder's registered address with respect to any Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. (c) certificated Debentures. Except as otherwise specified with respect to the NotesDebentures, any Defaulted Interest interest on any Note Debenture that 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 registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 402 307 of the Supplemental Indenture and Section 2.17 of the Original Indenture.