Common use of Contingent Interest Clause in Contracts

Contingent Interest. Contingent Interest shall accrue on the unpaid principal amount hereof on and after the Initial Operating Date. Contingent Interest shall be calculated to accrue (each an "Accrual Period") as follows: (i) in the case of the First Accrual Period, from, and including, the Initial Operating Date to, and including: a) the end of the First Accrual Period if the principal amount of this Note has not become due and payable; or b) the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or the end of the immediately preceding Semiannual Period, as applicable, to, and including, the end of each such Semiannual Period if the principal amount of this Note has not become due and payable during such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Interest Payment Date after the First Accrual Period, Contingent Interest with respect to the Accrual Period completed immediately prior to that Interest Payment Date shall be in cash; provided, however, that, except as set forth in Section 3.02 hereof, Contingent Interest shall be deferred and shall not be paid unless and until the Authority has satisfied the Release Condition on such Interest Payment Date; provided, however, that the Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable with respect to the Senior Notes on such Interest Payment Date and all prior Interest Payment Dates have been paid in full in cash. If, on any Interest Payment Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the Contingent Interest which otherwise would have been payable on such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from the date of such deferral to the date such Contingent Interest is paid, at an interest rate of 1.0% per annum. Contingent Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest as provided in this Note); provided, however, that to the extent any amounts loaned from the Contingent Interest Account to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Note, the corresponding amount of Contingent Interest will be cancelled.

Contingent Interest. Unless a Remarketing Reset Event occurs, from and after May 1, 2008, the Company will pay Contingent Interest shall accrue on this Security under the unpaid principal amount hereof on circumstances and after in the Initial Operating Dateamounts described in Article 14 of the Indenture. Such Contingent Interest Interest, if any, shall be calculated to accrue (each an "Accrual Period") as follows: (i) payable quarterly in the case of the First Accrual Period, from, and including, the Initial Operating Date to, and including: a) the end of the First Accrual Period if the principal amount of this Note has not become due and payable; or b) the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or the end of the immediately preceding Semiannual Period, as applicable, to, and including, the end of each such Semiannual Period if the principal amount of this Note has not become due and payable during such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On arrears on each Interest Payment Date to the Holder of this Security as of the close of business on the Regular Record Date relating to such Interest Payment Dates. If a Remarketing Reset Event occurs, from and after the First Accrual applicable Remarketing Reset Event Date, the Company will no longer be required to pay Contingent Interest. INTEREST ON OVERDUE AMOUNTS. If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is not paid when due (whether upon acceleration pursuant to Section 4.02 of the Indenture, upon the dates set for payment of the Redemption Price, Purchase Price or Change in Control Purchase Price, Remarketing Purchase Price, or upon the Stated Maturity of this Security) or if interest due hereon (including Contingent Interest and Liquidated Damages, if any) (or any portion of such interest), is not paid when due, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at the rate then borne by this Security or, if any overdue amount exists on or after May 1, 2008, at the Applicable Yield of this Security for the applicable Interest Period, Contingent compounded at the end of such Interest with respect Period, which interest shall accrue from the date such overdue amount was originally due to the Accrual Period completed immediately prior to that Interest Payment Date date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be in cash; provided, however, that, except payable as set forth in Section 3.02 hereof, Contingent Interest shall be deferred and shall not be paid unless and until the Authority has satisfied the Release Condition on such Interest Payment Date; provided, however, that the Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable with respect to the Senior Notes on such Interest Payment Date and all prior Interest Payment Dates have been paid in full in cash. If, on any Interest Payment Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the Contingent Interest which otherwise would have been payable on such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from the date of such deferral to the date such Contingent Interest is paid, at an interest rate of 1.0% per annum. Contingent Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest as provided in this Note); provided, however, that to the extent any amounts loaned from the Contingent Interest Account to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Note, the corresponding amount of Contingent Interest will be cancelledIndenture.

Contingent Interest. (a) In addition to the payment of Regular Interest and Deferred Regular Interest, and as an inducement to the Lender to make the Loan, the Borrowers shall also pay to the Lender within thirty (30) days after the end of each Loan Quarter contingent interest ("Contingent Interest") equal to fifty percent (50%) of the Net Cash Flow, as more particularly described in subparagraph (b) below. (b) All Net Cash Flow with respect to each Loan Quarter shall be applied and/or paid as follows within thirty (30) days after the end of each Loan Quarter: first, to the Lender in reduction of the accrued and unpaid Regular Interest and other sums due and payable under the Note and the other Loan Documents, in such order as the Lender may determine in its sole discretion, until all accrued and unpaid Regular Interest and other sums are paid in full; second, fifty percent (50%) of the balance of Net Cash Flow shall be paid to reduce the outstanding principal balance of the Note; third, fifty percent (50%) of the then undisbursed balance of Net Cash Flow, if any, shall be paid to the Lender as and for an installment of Contingent Interest; and fourth, the balance, if any, to the Borrowers. It is the intent of the parties that the Net Cash Flow for each Project shall be used to pay the Regular Interest, Deferred Regular Interest (if applicable) and Contingent Interest. Notwithstanding anything in this paragraph 6 to the contrary, the Net Cash Flow distributed as Contingent Interest within thirty (30) days after the end of each Loan Quarter shall be based upon amounts calculated by Borrowers on an accrual basis. Such calculations shall be prepared in accordance with generally accepted accounting principles. In accordance with the provisions of paragraph 6(e) hereinbelow, Borrowers shall at the end of each Loan Year re-calculate the proper amount of the Contingent Interest that should have been paid during such Loan Year and shall make such adjustments as are necessary in accordance with the provisions of paragraph 6 (e). (c) Each payment of Contingent Interest shall accrue be accompanied by an income and expense statement (prepared in accordance with generally accepted accounting principles consistently applied in such detail and with such back-up information as shall be reasonably required by the Lender, certified by the chief financial officer of the Borrowers as true, correct and complete, setting forth, among other things, the Gross Income and Expenses for such Loan Quarter and the calculation and application of Net Cash Flow and Contingent Interest (if any) for such Loan Quarter. (d) If there is a payment of Additional Contingent Interest in whole, or if the Maturity Date shall occur, prior to the end of a Loan Quarter or Loan Year, the Loan Quarter and Loan Year, as applicable shall be deemed to end on the unpaid principal date of such occurrence and the appropriate income and expense statements shall be delivered, and the Net Cash Flow shall be paid and applied, as applicable, in accordance with the provisions of this Paragraph 6 within thirty (30) days of such payment of Additional Contingent Interest or the Maturity Date as the case may be. The obligation to deliver such a statement and to pay and apply the Net Cash Flow with respect to such Loan Quarter or Loan Year, as applicable, shall survive the termination, satisfaction or assignment of the lien of, or reconveyance under, the Mortgage and the Borrowers shall pay to and deposit in escrow with the Lender an amount hereof on equal to the Net Cash Flow with respect to the immediately preceding Loan Quarter (as reasonably estimated by the Borrowers and after reasonably approved by the Initial Operating Lender), simultaneously with such payment of Additional Contingent Interest or the Maturity Date, as applicable. Contingent Interest shall be calculated cease to accrue (each an "Accrual Period") as follows: (i) in on the case date upon which a payment of the First Accrual Period, from, and including, the Initial Operating Date to, and including: a) the end of the First Accrual Period if the principal amount of this Note has not become due and payable; or b) the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or the end of the immediately preceding Semiannual Period, as applicable, to, and including, the end of each such Semiannual Period if the principal amount of this Note has not become due and payable during such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Interest Payment Date after the First Accrual Period, Contingent Interest with respect to the Accrual Period completed immediately prior to that Interest Payment Date shall be in cash; provided, however, that, except as set forth in Section 3.02 hereof, entire Additional Contingent Interest shall be deferred and shall not be paid unless and until the Authority has satisfied the Release Condition on such Interest Payment Dateoccur; provided, however, that if the Authority Maturity Date shall not make any payments occur as a result of an event of default and subsequent acceleration of the Note, then Contingent Interest shall continue to accrue up to and including the date on an which all principal, accrued unpaid Regular Interest, Deferred Regular Interest, Contingent Interest, Additional Contingent Interest Payment Date unless all amounts due and payable with respect to the Senior Notes on such Interest Payment Date and all prior Interest Payment Dates other sums due hereunder or under the Loan Documents have been paid in full in cash. If, on any Interest Payment Date after full. (e) If the First Accrual Period, the Authority has not satisfied the Release Conditions, the installments of Contingent Interest which otherwise would have been payable on paid during and with respect to such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from Loan Year exceed the date of such deferral to the date such Contingent Interest is paid, at an interest rate of 1.0% per annum. Contingent Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest as provided in this Note); provided, however, that to the extent any amounts loaned from the Contingent Interest Account to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Note, the corresponding amount of Contingent Interest will as recomputed on an annual basis, the amount of such excess shall be cancelledcredited against the installments of Contingent Interest next coming due or shall be refunded to the Borrowers in the event no further installments of Contingent Interest are payable hereunder. If the Contingent Interest paid to the Lender during such Loan Year is less than the amount of Contingent Interest as recomputed on an annual basis which should had been paid to the Lender, the amount of such deficiency shall be due and payable upon delivery of such annual financial statement. If such difference between Contingent Interest actually due and Contingent Interest paid is equal to or greater than five percent (5%) of the amount of Contingent Interest actually due or regardless of the amount of the deficiency, if the deficiency is a result of fraud or willful misconduct on the part of the Borrowers or any other entity, the Borrowers shall also pay to the Lender upon delivery of such annual financial statements an additional amount equal to six percent (6%) of such underpayment as and for liquidated damages to compensate the Lender for the loss of use of such sums during the applicable Loan Year.

Contingent Interest. The Borrower shall notify Agent in writing not less than 10 Banking Days prior to the Borrower's consummation of any sale of the Equipment during the Commitment Period. Any such sale shall be an arm's length transaction between a willing buyer, under no compulsion by Seller to buy, and a willing seller, under no compulsion by Buyer to sell. The Borrower shall deliver, together with such notice, a copy of a signed contract of sale which shall reflect, among other things, the gross sales prices (the "Sales Price") to be received by the Borrower in connection with the sale of the Equipment. At the time of the Borrower's consummation of any permitted sale of the Equipment during the Commitment Period in addition to the payment in full of all amounts due and owing under the Loan Documents, the Borrower shall pay to Agent on the date of sale a contingency fee (the "Contingent Interest") in an amount equal to 40% of the sum of (x) (i) the Net Sales Price, (ii) any Maintenance Reserves then held by Agent and (iii) any revenues obtained by Borrower or Beneficiary during the Commitment Period relating in any way to the Equipment and not applied to principal, interest, fees, costs or expenses hereunder less (y) (i) $2,130,199.72 and (ii) any further investments made by Borrower or Beneficiary in the Equipment. Borrower shall promptly notify Agent of the amount of any such investments made in the Equipment during the Commitment Period. For purposes of this Section 13.3, "Net Sales Price" shall mean the Sales Price less the then outstanding principal balance of the Loan, accrued interest thereon and any unpaid fees and expenses hereunder and all reasonable and documented out-of-pocket expenses incurred by the Borrower, including reasonable legal, technical, marketing and other transaction costs (the "Capital Transaction Costs") in connection with the sale of the Equipment excluding interest, fees, costs and expenses to the extent attributable to an Event of Default. For purposes of making the Contingent Interest shall accrue payments on the unpaid principal closing date of the sale of the Equipment, the Borrower and Lender shall estimate the reasonable and documented out-of-pocket expenses incurred in connection with such sale. Upon determination and payment by the Borrower of the Capital Transaction Costs eligible to be deducted from the Sales Price, either (i) Lender shall repay the Borrower all amounts in excess of the Contingent Interest to which Lender is not entitled or (ii) to the extent the sum of the Sales Price proceeds paid to Agent and Maintenance Reserves held by Lender are less than the Contingent Interest, the Borrower shall pay to Lender the difference between such amount hereof on so paid and after the Initial Operating DateContingent Interest. In the event of a prepayment of the Loan before the end of the Commitment Period not in connection with the sale of the Equipment or in the event the Equipment is not sold prior to the last date of the Commitment Period then the Contingent Interest shall be calculated to accrue (each an "Accrual Period") as follows: (i) in the case of the First Accrual Period, from, and including, the Initial Operating Date to, and including: a) the end of the First Accrual Period if the principal amount of this Note has not become due and payable; or b) the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or the end of the immediately preceding Semiannual Period, as applicable, to, and including, the end of each such Semiannual Period if the principal amount of this Note has not become due and payable during such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Interest Payment Date after the First Accrual Period, Contingent Interest with respect to the Accrual Period completed immediately prior to that Interest Payment Date shall be in cash; provided, however, that, except as set forth in Section 3.02 hereofSections 13.3(a) and 13.3(b) hereof except that the term "Sales Price" shall mean the fair market value of the Equipment as reasonably agreed between Borrower and Agent. Should Borrower and Agent not agree on a reasonable fair market value within a reasonable period after the Commitment Period, Contingent Interest Borrower and Agent shall appoint a mutually acceptable third party to sell the Equipment on the best available terms and conditions then prevailing in the market. Nothing contained herein shall create or be construed to create a partnership, joint venture, fiduciary relationship or other association between Agent, Lender and borrower. The relationship between Agent and Lender, on the one hand, and Borrower, on the other, shall be deferred solely that of lender and shall not be paid unless and until the Authority has satisfied the Release Condition on such Interest Payment Date; provided, however, that the Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable with respect to the Senior Notes on such Interest Payment Date and all prior Interest Payment Dates have been paid in full in cashborrower. If, on any Interest Payment Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the Contingent Interest which otherwise would have been payable on such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from the date of such deferral to the date such Contingent Interest is paid, at an interest rate of 1.0% per annum. Contingent Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest as provided in this Note); provided, however, that to the extent any amounts loaned from the Contingent Interest Account to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Note, the corresponding amount of Contingent Interest will be cancelled.The Agent Appointment,

Contingent Interest. Subject to the accrual and Common Stock Record Date provisions specified in this paragraph 5, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest shall accrue on the unpaid principal amount hereof on and after the Initial Operating Date. Contingent Interest shall be calculated to accrue (each an "Accrual Period") as follows: (i) in the case of the First Accrual Periodfrom -------------------------- October 10 to April 9 and from April 10 to October 9, fromcommencing October 10, and including2004, the Initial Operating Date to, and including: a) the end of the First Accrual Period if the principal amount of this average Note has not become due and payable; or b) Price for the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Five-Day Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or the end of the immediately preceding Semiannual Period, as applicable, to, and including, the end of each such Semiannual Period if the principal amount of this Note has not become due and payable during such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Interest Payment Date after the First Accrual Period, Contingent Interest with respect to the Accrual Period completed immediately prior to that Interest Payment Date shall be in cash; provided, however, that, except as set forth in Section 3.02 hereof, such Contingent Interest Period equals 120% or more of the Accreted Value of such Note to the day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount hereof in respect of any Contingent Interest Period shall be deferred equal the greater of (x) Cash Dividends paid by the Company per share of Common Stock during that Contingent Interest Period multiplied by the number of shares of Common Stock into which $1,000 Principal Amount hereof is convertible pursuant to paragraph 9 hereof as of the accrual date for such contingent interest and shall not be paid unless and until (y) 0.125% of the Authority has satisfied average Note Price for the Release Condition on such Interest Payment Date; provided, however, that the Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable Five-Day Period with respect to such Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the Senior Notes Common Stock Record Date for the related Cash Dividend or, if no Cash Dividend is paid by the Company during a quarter within the relevant Contingent Interest Period, to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period. Such payments shall be paid on such the payment date of the related Cash Dividend or, if no Cash Dividend is paid by the Company during a quarter within the relevant Contingent Interest Payment Date and all prior Period, on the last day of the relevant Contingent Interest Payment Dates have been paid in full in cashPeriod. IfIn addition, on any Interest Payment Purchase Date, Fundamental Change Purchase Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the or Redemption Date that occurs during a Contingent Interest Period for which otherwise a Holder is entitled to contingent interest pursuant to clause (y) of the preceding paragraph, contingent interest will be payable to such Holder in an amount equal to the amount that would have been otherwise payable to such Holder on such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from the date last day of such deferral to the date such Contingent Interest is paid, at an interest rate Period divided by the actual number of 1.0% per annum. days from the first day of such Contingent Interest shall be computed on Date to the basis of Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, using a 360-day year composed of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest as provided in this Note); provided, however, that to the extent any amounts loaned from the Contingent Interest Account to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Note, the corresponding amount of Contingent Interest will be cancelled.

Contingent Interest. Conversion, Redemption or Purchase (a) Except as provided below, if any Securities are surrendered for conversion on any day other than a Contingent Interest Payment Date, the Holder of such Securities shall accrue not be entitled to receive any contingent interest that has accrued on such Securities since the unpaid principal amount hereof on and after the Initial Operating prior Contingent Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with Article Ten, any accrued and unpaid contingent interest on such Securities will be deemed to have been paid in full. If any Securities are surrendered for conversion subsequent to the Contingent Interest Record Date preceding a Contingent Interest Payment Date but on or prior to such Contingent Interest Payment Date, the Holder of such Securities at the close of business on such Contingent Interest Record Date shall be calculated to accrue (each an "Accrual Period") as follows: (i) except in the case of a Security redeemed or repurchased prior to the First Accrual Period, from, and including, Contingent Interest Payment Date) receive the Initial Operating Date to, and including: a) the end of the First Accrual Period if the principal amount of this Note has not become due and payable; or b) the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or the end of the immediately preceding Semiannual Period, as applicable, to, and including, the end of each contingent interest payable on such Semiannual Period if the principal amount of this Note has not become due and payable during Securities on such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Contingent Interest Payment Date after notwithstanding the First Accrual Period, conversion thereof. Securities surrendered for conversion during the period from the close of business on any Contingent Interest with respect Record Date preceding any Contingent Interest Payment Date to the Accrual Period completed immediately prior to that opening of business on such Contingent Interest Payment Date shall be accompanied by payment by Holders, for the account of the Company, in cash; provided, however, that, except as set forth in Section 3.02 hereof, Contingent Interest shall be deferred and shall not be paid unless and until the Authority has satisfied the Release Condition on such Interest Payment Date; provided, however, that the Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable with respect New York Clearing House same day funds or other funds acceptable to the Senior Notes on such Interest Payment Date and all prior Interest Payment Dates have been paid in full in cash. If, on any Interest Payment Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the Contingent Interest which otherwise would have been payable on such Interest Payment Date shall be deferred and shall earn interest on such deferred Company of an amount from the date of such deferral equal to the date such Contingent Interest is paid, at an contingent interest rate of 1.0% per annum. Contingent Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest Payment Date on the Securities being surrendered for conversion (unless such Security has been called for redemption on a Redemption Date prior to such Contingent Interest Payment Date). Except as provided in this Note); providedSection 11.3, howeverno adjustments in respect of payments of contingent interest on Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock or securities issued upon conversion shall be made upon the conversion of any Securities. (b) In the case of a Contingent Interest Record Date occurring before a Redemption Date or Purchase Date but relating to a Contingent Interest Payment Date occurring after the Redemption Date or Purchase Date, that no contingent interest shall be paid to the extent any amounts loaned from the Holders of record on such Contingent Interest Account Record Date with respect to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note Security redeemed on the maturity date of this Note, Redemption Date or repurchased on the corresponding amount of Contingent Interest will be cancelledPurchase Date.

Contingent Interest. In addition to any other interest payable pursuant to this Article 12 or the Notes, beginning with the six month period beginning on, and including, December 1, 2018, if the Contingent Interest shall accrue on Trading Price of the unpaid principal amount hereof on and after Notes for each Trading Day of the Initial Operating Date. five consecutive Trading Day period (the “Contingent Interest shall be calculated to accrue (each an "Accrual Measurement Period"”) as follows: (i) in the case of the First Accrual Period, fromending on, and including, the Initial Operating Date tosecond Trading Day immediately preceding the first day of any Contingent Interest Period is equal to or greater than the Upside Trigger, then the Company shall pay contingent interest (“Contingent Interest”) to the Holders in accordance with this Section 12.03. For the avoidance of doubt, the first date upon which Contingent Interest, if any, will be paid, will be June 1, 2019. The amount of Contingent Interest payable per $1,000 principal amount of Notes in respect of any Contingent Interest Period, if applicable, shall be equal to one-quarter of one percent (0.25%) of the average Contingent Interest Trading Price per $1,000 principal amount of the Notes during the five consecutive Trading Days ending on, and including: a) , the end second Trading Day immediately preceding the first day of such Contingent Interest Period. Contingent Interest shall accrue from the first day of the First Accrual applicable Contingent Interest Period if the principal amount of this Note has not become due and payable; or b) the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Period following the First Accrual Period fromto, but excluding, the end of the First Accrual Period or Interest Payment Date immediately following the end of such Contingent Interest Period. For avoidance of doubt, regular cash interest shall continue to accrue at the immediately preceding Semiannual Period, as applicable, to, and including, the end per annum rate of each such Semiannual Period if 2.00% on the principal amount of this Note has the Notes whether or not become due and payable during such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Interest Payment Date after the First Accrual Period, Contingent Interest with respect to the Accrual Period completed immediately prior to that Interest Payment Date shall be in cash; provided, however, that, except as set forth in Section 3.02 hereof, Contingent Interest shall be deferred and shall not be paid unless and until the Authority has satisfied the Release Condition on such Interest Payment Date; provided, however, that the Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable with respect to the Senior Notes on such Interest Payment Date and all prior Interest Payment Dates have been paid in full in cash. If, on any Interest Payment Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the Contingent Interest which otherwise would have been payable on such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from the date of such deferral to the date such Contingent Interest is paid, at an interest rate of 1.0% per annum. and Contingent Interest Interest, if any, shall be computed on the basis of a 360-day year of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to such regular cash interest. The Company shall determine the daily Contingent Interest otherwise payable on such Interest Payment Date, all deferred Trading Prices of the Notes during each Contingent Interest (together with interest Measurement Period during which any Notes are outstanding. Upon determining that the Notes shall begin to accrue Contingent Interest during a Contingent Interest Period, the Company shall, on or before the beginning of such Contingent Interest as provided in this Note); providedPeriod, however, notify Holders and the Trustee of the fact that to the extent any amounts loaned from the Contingent Interest Account to has become payable and the Manager under the Management Fees Note (as defined amount of such Contingent Interest payable per $1,000 principal amount of Notes. Contingent Interest, if any, shall accrue and be payable in the Cash Accumulation Account same manner, and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Notesame dates, as the corresponding amount of Contingent Interest will be cancelledstated interest payable on the Notes.

Contingent Interest. Subject to the accrual and Record Date provisions specified in this paragraph 5, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest shall accrue on the unpaid principal amount hereof on and after the Initial Operating Date. Contingent Interest shall be calculated to accrue (each an "Accrual Period") as follows: (i) in the case of the First Accrual Periodfrom May 11 to November 10 and from November 11 to May 10, fromcommencing after May 11, and including2003, the Initial Operating Date to, and including: a) the end of the First Accrual Period if the principal amount of this average Note has not become due and payable; or b) Price for the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (ii) in the case of each Semiannual Five-Day Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or the end of the immediately preceding Semiannual Period, as applicable, to, and including, the end of each such Semiannual Period if the principal amount of this Note has not become due and payable during such period; and (iii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Interest Payment Date after the First Accrual Period, Contingent Interest with respect to the Accrual Period completed immediately prior to that Interest Payment Date shall be in cash; provided, however, that, except as set forth in Section 3.02 hereof, such Contingent Interest Period equals 120% or more of the Accreted Value of such Note to the Trading Day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount hereof in respect of any Contingent Interest Period shall be deferred equal the greater of (x) Cash Dividends paid by the Company per share of Common Stock during that Contingent Interest Period multiplied by the number of shares of Common Stock into which $1,000 Principal Amount hereof is convertible pursuant to paragraph 10 hereof as of the accrual date for such contingent interest and shall not be paid unless and until (y) 0.125% of the Authority has satisfied average Note Price for the Release Condition on such Interest Payment Date; provided, however, that the Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable Five-Day Period with respect to such Contingent Interest Period, except that no contingent interest payment shall exceed 1.62% of the Senior Accreted Value of the Notes at the beginning of the relevant Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the Record Date for the related Cash Dividend or, if no Cash Dividend is paid by the Company during a Contingent Interest Period, to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period. Such payments shall be paid on such the payment date of the related Cash Dividend or, if no Cash Dividend is paid by the Company during a Contingent Interest Payment Date and all prior Period, on the last day of the relevant Contingent Interest Payment Dates have been paid in full in cashPeriod. IfIn addition, on any Interest Payment Purchase Date, Fundamental Change Purchase Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the or Redemption Date that occurs during a Contingent Interest Period for which otherwise a Holder is entitled to contingent interest pursuant to clause (y) of the preceding paragraph, contingent interest will be payable to such Holder in an amount equal to the amount that would have been otherwise payable to such Holder on such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from the date last day of such deferral to the date such Contingent Interest is paid, at an interest rate Period divided by the actual number of 1.0% per annum. days from the first day of such Contingent Interest shall be computed on Date to the basis of Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, using a 360-day year composed of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest as provided in this Note); provided, however, that to the extent any amounts loaned from the Contingent Interest Account to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Note, the corresponding amount of Contingent Interest will be cancelled.