Common use of Conversion Option Clause in Contracts

Conversion Option. (a) The Company shall have the option (the “Conversion Option”) to direct a change in the type of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Option. (b) Any change in the type of Interest Period must comply with the following: (i) the Conversion Date must be an Interest Payment Date for the Interest Period then in effect (and, with respect to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and (ii) no change in Interest Period shall occur after a Default shall have occurred and be continuing.

Conversion Option. (a) The Company shall have At any time on or after the option (third anniversary of the “Conversion Option”) to direct a change in the type effective date of Interest Period to another type of Interest Period by delivering to the Trustee this Agreement and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration fourth anniversary of the effective date of this Agreement, Investor may request that Storage purchase all, but not less than all, of Investor's Membership Interest Period will change from an interval by giving written notice (a "CONVERSION NOTICE") to Storage. Within sixty (60) days after Storage's actual receipt of 365 days or less to an interval of more than 365 daysthe Conversion Notice, or vice versa, then with such instructions the Company shall furnish establish the Fair Market Value of the Properties and calculate the Cash Amount. Within two(2)Business Days after the Valuation Date, the Company shall notify Investor of the Cash Amount and the REIT Shares Amount and shall provide Investor with all information necessary to review and understand the Trustee an opinion calculations of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bondsamounts. The delivery Investor may rescind its Conversion Notice by delivering a notice of rescission to Storage within two (2) Business Days of its receipt of such information, in which event the Investor shall reimburse the Company for any and all costs and expenses incurred by the Company to in connection with the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise determination of the Fair Market Value of the Properties. The Investor shall be permitted to rescind only one Conversion OptionNotice pursuant to this subsection (a) during any twelve-month period. (b) Any change Storage shall have seven (7) Business Days after the Valuation Date to determine, in its sole discretion, whether it will elect to (1) purchase Investor's Membership Interest in exchange for the Cash Amount or (2) market the Properties for sale to a third party. In the alternative, Storage REIT may elect within such period of time to purchase Investor's Membership Interest for the REIT Shares Amount. If Storage or Storage REIT fails to respond within such time, Storage will be deemed to have elected to market the Properties for sale to a third party pursuant to Section 9.3(d). If Storage REIT elects to purchase Investor's Membership Interest for the REIT Shares Amount and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice. Investor shall have an additional right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission delivered pursuant to this subsection (b) to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (b) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter. (c) If Storage or Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), subject to Investor's rescission right set forth in Section 9.3(b) above and in accordance with and subject to the other provisions of this Section 9.3, Storage or Storage REIT shall be irrevocably obligated to purchase and Investor shall be irrevocably obligated to sell Investor's Membership Interest with sixty (60) days from the election date. (d) If neither Storage nor Storage REIT elects to purchase Investor's Membership Interest pursuant to Section 9.3(b), then Investor may, without the further consent of Storage, market or cause the Manager to market the Properties with the intention of selling the Properties to a third party and dissolving and liquidating the Company. Investor agrees to exercise reasonable efforts to keep Storage informed of the status of the marketing process, and each party agrees to reasonably cooperate with the other in bringing about a sale of the Properties as provided herein. All costs associated with the marketing and sale of the Properties under this Section 9.3 shall be divided among the Members in proportion to their Capital Ratios. Investor, or the Manager if so directed by Investor, shall, in a commercially reasonable and reasonably effective manner, market all of the Properties in a single portfolio sale or, with Investor's approval, in pools of assets or individually, and may secure the services of a third party to assist Investor (or the Manager) with the marketing of the Properties; provided, however, that if the proposed sale price to be accepted by Investor for the Properties (including the amount of any indebtedness or other liabilities to be assumed by the purchaser) is less that ninety-five percent (95%) of the Fair Market Value on the Valuation Date, then (A) Storage shall have the option to purchase the Properties for a cash amount equal to the proposed sale price, or (B) Storage shall have the option to purchase Investor's Membership Interest for cash, with the amount of such cash calculated in the type same manner as the Cash Amount, substituting the proposed sale price for Fair Market Value, or (C)(i) if such purchase is consummated prior to the fourth anniversary of the effective date of this Agreement, Storage REIT may elect to purchase Investor's Membership Interest Period must comply for REIT Shares, with the following: (i) number of REIT Shares calculated in the Conversion Date must be an same manner as the REIT Shares Amount, substituting the cash amount calculated pursuant to the preceding clause and using the date on which Storage REIT notifies Investor of its election to purchase Investor's Membership Interest Payment Date for REIT Shares as the Interest Period then valuation date for purposes of computing the Market Price used in effect (and, with respect to a Long Term Period, must be ` calculating the last Interest Payment Date REIT Shares Amount and for such Long Term Period) and purposes of determining whether Investor may exercise its rescission right or (ii) no change if such purchase is consummated on or after the fourth anniversary of the effective date of this Agreement, Storage REIT may offer to purchase Investor's Membership Interest for REIT shares, the price and terms of any such offer to be acceptable to Investor in its sole discretion. If Storage REIT elects pursuant to clause (C)(i) of the preceding sentence to purchase Investor's Membership Interest Period shall occur after a Default in exchange for REIT Shares and if the Market Price calculated as of the Valuation Date differs by more than five percent (5%) from the Market Price calculated as of the date Investor issued the Conversion Notice, Investor shall have occurred and be continuingthe right to rescind its Conversion Notice by delivering notice of rescission to Storage within five (5) Business Days of its receipt of notice of Storage REIT's election to purchase Investor's Membership Interest pursuant to this Section 9.3(b); provided, however, that if Storage elects within five (5) Business Days of its receipt of Investor's notice of rescission to purchase Investor's Membership Interest for the Cash Amount, then Investor shall not have the right to rescind its Conversion Notice. No rescission pursuant to this subsection (d) shall have any effect on Investor's right to exercise its option under Section 9.3(a) at any date thereafter.

Conversion Option. (a) The Commencing on the forty-fifth calendar day or on any earlier day specified by the Determination Agent with the approval of the Company shall following the initial original issuance of the Warrants, each Warrantholder will have the option (the “"Conversion Option”") to direct a change convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form. The Company shall notify each Warrantholder as soon as practicable after the type initial original issuance of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the Conversion Date"Depository", which term, as used herein, includes any successor securities depository selected by the Company) in proper form for deposit in order for Warrants to be converted into book-entry form, (ii) the new type of Interest Period and date on which such conversions will commence (which shall be such 45th calendar day or such earlier day (the "Initial Conversion Date"), (iii) whether the date on which such Interest Period conversions will end (which date shall be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period forty-fifth calendar day after the Initial Conversion Date (the "Final Conversion Date")) and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment (iv) the CUSIP number assigned to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be requiredWarrants. The sufficiency Warrant Agent, at the request and expense of the Company and on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. The Company will give prior notice of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory earlier Initial Conversion Date to the Trustee, from any rating agency providing Warrant Agent by telephone or facsimile transmission and to the Warrantholders by mail or (at the Company's sole discretion) publication in a rating on the Bonds, confirming the rating United States newspaper with a national circulation (currently expected to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion OptionWall Street Journal). (b) Any change During the Conversion Option Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either by the close of business on the Business Day on which such Warrant Certificates are deposited (if received by the Depository by its then applicable cut-off time for same-day credit) or on the following Business Day (if received by the Depository by its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, among the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the type Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous Business Day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of Interest Period must comply the Warrantholders registered on its books, and credit the account of the Depository with the following: aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between Chemical Bank and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Warrant Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Conversion Date must be an Interest Payment Date Depository is at any time unwilling or unable to continue as securities depository for the Interest Period then in effect (andWarrants and a successor Depository is not appointed by the Company within 90 days, with respect to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and or (ii) no change the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in Interest Period writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall occur after be appointed, or if a Default public officer shall have occurred taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be continuingentitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.08 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.08, all references in this Agreement to the Warrant Certificates (other than in Sections 1.02, 1.03, 1.04 and 1.08) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. (a) The Company Lender shall have a one-time right to convert either 100% or any percentage between 0% and 33% of the option unpaid principal due under this Note to common stock of The Princeton Review, Inc. ("Stock") at the initial public offering price of the Stock. Lender may exercise this right by delivering written notice (the “"Conversion Option”Notice") to direct a change in Maker and The Princeton Review, Inc. during the type period beginning on the first anniversary of Interest Period the closing of the initial public offering and ending on the sixtieth day after such anniversary date (the "Option Period"); provided that if the Note is unable to another type of Interest Period by delivering be converted due to the Trustee and pendency of a Blackout Period, then the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Option Period will be extended so that the period during which the Note is convertible shall be not less than 60 days. The Conversion Notice shall include a Credit Facility Periodcalculation of accrued interest due under this Note through the anticipated date of issuance of the shares of Stock to Lender as provided below. Subject to any applicable requirements or restrictions of federal and state securities laws, if Lender timely delivers the Conversion Notice, Maker shall promptly cause The Princeton Review, Inc. to issue to Lender the number of shares of Stock determined by dividing the amount of unpaid principal to be converted by the initial offering price of the Stock. Concurrently with the issuance of the shares to Lender, Maker shall pay to Lender any accrued interest due for the period through the date of issuance of the shares. If Lender converts 100% of the new Interest Period is a Commercial Paper Period or a Long Term Period unpaid principal to Stock, upon issuance of the appropriate number of shares of Stock to Lender and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest the accrued interest, Lender shall deliver the original of this Note to Maker stamped "Paid" or with other acknowledgment that this Note has been paid and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, discharged in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Optionfull. (b) Any change in the type of Interest Period must comply with the following: (i) the Conversion Date must be an Interest Payment Date for the Interest Period then in effect (and, with respect to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and (ii) no change in Interest Period shall occur after a Default shall have occurred and be continuing.

Conversion Option. (a) The Commencing on the forty-fifth calendar day or on any earlier day specified by the Determination Agent with the approval of the Company shall following the initial original issuance of the Warrants, each Warrantholder will have the option (the “"Conversion Option”") to direct a change convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form. The Company shall notify each Warrantholder as soon as practicable after the type initial original issuance of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the Conversion Date"Depository", which term, as used herein, includes any successor securities depository selected by the Company) in proper form for deposit in order for Warrants to be converted into book-entry form, (ii) the new type of Interest Period and date on which such conversions will commence (which shall be such 45th calendar day or such earlier day (the "Initial Conversion Date"), (iii) whether the date on which such Interest Period conversions will end (which date shall be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period forty-fifth calendar day after the Initial Conversion Date (the "Final Conversion Date")) and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment (iv) the CUSIP number assigned to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be requiredWarrants. The sufficiency Warrant Agent, at the request and expense of the Company and on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. The Company will give prior notice of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory earlier Initial Conversion Date to the Trustee, from any rating agency providing Warrant Agent by telephone or facsimile transmission and to the Warrantholders by mail or (at the Company's sole discretion) publication in a rating on the Bonds, confirming the rating United States newspaper with a national circulation (currently expected to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion OptionWall Street Journal). (b) Any change During the Conversion Option Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either by the close of business on the New York Business Day on which such Warrant Certificates are deposited (if received by the Depository by its then applicable cut-off time for same-day credit) or on the following New York Business Day (if received by the Depository by its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, among the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the type Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous New York Business Day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of Interest Period must comply the Warrantholders registered on its books, and credit the account of the Depository with the following: aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Conversion Date must be an Interest Payment Date for Fast Automated Securities Transfer Balance Certificate Agreement between Chemical Bank and the Interest Period then in effect Depository (andthe "FAST Agreement"), with respect to countersign a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and new Global Warrant Certificate or (ii) no change in Interest Period endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall occur after a Default shall have occurred and be continuingcancel the existing Global Warrant Certificate.

Conversion Option. (a) [Number of days after issuance before conversion option begins] business days following the original issuance of the Warrants, each Warrantholder will have the option to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option". The Company shall have notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the option (original issuance of the “Conversion Option”) to direct a change in the type of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the Conversion Date"Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the new type date on which such conversions will commence (which shall be such [number of Interest Period and days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) whether the date on which such Interest Period conversions will end (which date shall be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment (iv) the CUSIP number assigned to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be requiredWarrants. The sufficiency Warrant Agent, at the request and expense of any such Substitute Credit Facilitythe Company, or on behalf of such amendment to an existing Credit Facilitythe Company, shall be conclusively established by receipt of written notice, in form and substance satisfactory mail such notice to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bondseach Warrantholder. In the event the Bonds are not then rated, then the Trustee may rely upon a notice The period from the Remarketing Agent Initial Conversion Date to and including the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Final Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to herein as the "Conversion Option Period". Warrants in the preceding sentencebook-entry form shall not be exchangeable for Warrant Certificates, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Optionexcept as provided herein. (b) Any change During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the type Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of Interest Period must comply the Warrantholders registered on its books, and credit the account of the Depository with the following: aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Conversion Date must be an Interest Payment Date Depository is at any time unwilling or unable to continue as securities depository for the Interest Period then in effect (andWarrants and a successor Depository is not appointed by the Company within 90 days, with respect to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and or (ii) no change the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in Interest Period writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall occur after be appointed, or if a Default public officer shall have occurred taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be continuingentitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. (a) The Company shall Commencing on the one hundred eightieth calendar day following February __, 1996, each Warrantholder will have the option (the “"Conversion Option”") to direct a change convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form. The Company shall notify each Warrantholder as soon as practicable after the type initial original issuance of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the Conversion Date"Depository", which term, as used herein, includes any successor securities depository selected by the Company) in proper form for deposit in order for Warrants to be converted into book-entry form, (ii) of the new type of Interest Period and date on which such conversions will commence (which shall be such 180th calendar day (the "Initial Conversion Date")), (iii) whether of the date on which such Interest Period conversions will end (which date shall be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period forty-fifth calendar day after the Initial Conversion Date (the "Final Conversion Date")) and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment (iv) of the CUSIP number assigned to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be requiredWarrants. The sufficiency Warrant Agent, at the request and expense of any such Substitute Credit Facility, or the Company and on behalf of such amendment to an existing Credit Facilitythe Company, shall be conclusively established by receipt of written notice, in form and substance satisfactory mail such notice to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bondseach Warrantholder. In the event the Bonds are not then rated, then the Trustee may rely upon a notice The period from the Remarketing Agent Initial Conversion Date to and including the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Final Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to herein as the "Conversion Option Period". Warrants in the preceding sentencebook-entry form shall not be exchangeable for Warrant Certificates, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Optionexcept as provided herein. (b) Any change During the Conversion Option Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either by the close of business on the Business Day on which such Warrant Certificates are deposited (if received by the Depository by its then applicable cut-off time for same-day credit) or on the following Business Day (if received by the Depository by its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, among the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the type Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous Business Day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of Interest Period must comply the Warrantholders registered on its books, and credit the account of the Depository with the following: aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Conversion Date must be an Interest Payment Date for Fast Automated Securities Transfer Balance Certificate Agreement between Chemical Bank and the Interest Period then in effect Depository (andthe "FAST Agreement"), with respect to countersign a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and new Global Warrant Certificate or (ii) no change in Interest Period endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall occur after a Default shall have occurred and be continuingcancel the existing Global Warrant Certificate.

Conversion Option. (a) The Company shall have the option (the “Conversion Option”) to direct a change in the type of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period Period, and (iii) whether such Interest Period will be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Option. (b) Any change in the type of Interest Period must comply with the following: (i) the Conversion Date must be an Interest Payment Date for the Interest Period then in effect (and, with respect to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) ), and (ii) no change in Interest Period shall occur after a Default shall have occurred and be continuing.

Conversion Option. (a) The Company shall have the option (the “Conversion Option”) to direct a change in the type of Interest Period for all of the outstanding Bonds to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. No conversion of less than all of the outstanding Bonds is permitted hereunder. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Option. (b) Any change in the type of Interest Period must comply with the following: (i) the Conversion Date must be an Interest Payment Date for the Interest Period then in effect (and, with respect to a toa Long Term Period, must be the last Interest Payment Date for such Long Term Period) and (ii) no change in Interest Period shall occur after a Default shall have occurred and be continuing.

Conversion Option. (a) The Company shall have Any Obligor may elect from time to time on any Business Day to convert Committed Loans of one Type to Committed Loans of another Type available under the option applicable Commitments (except that, anything in this Agreement to the “Conversion Option”contrary notwithstanding (other than under paragraph (e) of Section 2.10), Committed Loans denominated in Deutschemarks may not be converted to direct a change Committed Loans denominated in Dollars or vice versa but must be repaid and then reborrowed in the type other currency) by causing the Parent to give the Agent irrevocable notice (effective on receipt), substantially in the form of Exhibit D, at the Agent's Office before 10:00 A.M. at least three Business Days (or four Business Days with respect to requests to convert to Eurodollar Rate Committed Loans having Interest Periods of nine or twelve months) prior to the requested conversion date, specifying the Obligor electing such conversion, the Committed Loans to be converted, the Type of Committed Loans to be converted to and, if to be converted to a Eurodollar Rate Committed Loan, the Interest Period therefor. On receipt of such Notice of Conversion from the Parent, the Agent shall promptly notify each Bank thereof. Any such conversion of Eurodollar Rate Committed Loans shall only be made on the last day of an Interest Period with respect thereto; no partial conversion of Eurodollar Rate Committed Loans shall reduce the aggregate principal amount of Eurodollar Rate Committed Loans to such Obligor having the same Interest Period to another type an amount less than the minimum amount of Interest Period by delivering an initial Borrowing consisting of Eurodollar Rate Committed Loans; Base Rate Loans may be converted to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type Eurodollar Rate Committed Loans only if no Default or Event of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) Default exists on the Bonds as date of conversion; and Base Rate Loans may not be required. The sufficiency of any such Substitute Credit Facility, or of such amendment converted to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to Eurodollar Rate Committed Loans after the Trustee, from any rating agency providing a rating on day that is one month before the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion OptionTermination Date. (b) Any change Eurodollar Rate Committed Loans and Deutschemark Rate Committed Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance with the notice provisions contained in clause (b) of the type definition of Interest Period must comply with the following: Period; provided, however that Eurodollar Rate Committed Loans and Deutschemark Rate Committed Loans may not be continued as such when any Default or Event of Default exists but shall (i) in the Conversion Date must case of Eurodollar Rate Committed Loans, automatically be an Interest Payment Date for the Interest Period then in effect (and, with respect converted to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) Base Rate Loans and (ii) no change in the case of Deutschemark Rate Committed Loans, be prepaid and reborrowed as Base Rate Loans, in each case on the last day of the Interest Period shall occur after a with respect thereto that began before the Agent obtained knowledge of such Default shall have occurred and be continuingor Event of Default.

Conversion Option. (a) [Number of days after issuance before conversion option begins] business days following the original issuance of the Warrants, each Warrantholder will have the option to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option". The Company shall have notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the option (original issuance of the “Conversion Option”) to direct a change in the type of Interest Period to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the Conversion Date"Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the new type date on which such conversions will commence (which shall be such [number of Interest Period and days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) whether the date on which such Interest Period conversions will end (which date shall be a Credit Facility Period. If the new Interest Period is a Commercial Paper Period or a Long Term Period [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment (iv) the CUSIP number assigned to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be requiredWarrants. The sufficiency Warrant Agent, at the request and expense of any such Substitute Credit Facilitythe Company, or on behalf of such amendment to an existing Credit Facilitythe Company, shall be conclusively established by receipt of written notice, in form and substance satisfactory mail such notice to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bondseach Warrantholder. In the event the Bonds are not then rated, then the Trustee may rely upon a notice The period from the Remarketing Agent Initial Conversion Date to and including the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Final Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to herein as the "Conversion Option Period". Warrants in the preceding sentencebook-entry form shall not be exchangeable for Warrant Certificates, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Optionexcept as provided herein. (b) Any change During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants and by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the type Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of Interest Period must comply the Warrantholders registered on its books, and credit the account of the Depository with the following: aggregate quantity of Warrants evidenced by the canceled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank), and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Conversion Date must be an Interest Payment Date Depository is at any time unwilling or unable to continue as securities depository for the Interest Period then in effect (andWarrants and a successor Depository is not appointed by the Company within 90 days, with respect to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and or (ii) no change the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in Interest Period writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall occur after be appointed, or if a Default public officer shall have occurred taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be continuingentitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. (a) The Company shall have the option (the “Conversion Option”) to direct a change in the type of Interest Period for all of the outstanding Bonds to another type of Interest Period by delivering to the Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period and (iii) whether such Interest Period will be a Credit Facility Period. No conversion of less than all of the outstanding Bonds is permitted hereunder. If the new Interest Period is a Commercial Paper Period or a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility, or by an amendment to the existing Credit Facility, providing for the payment of such additional interest and redemption premium (if any) on the Bonds as may be required. The sufficiency of any such Substitute Credit Facility, or of such amendment to an existing Credit Facility, shall be conclusively established by receipt of written notice, in form and substance satisfactory to the Trustee, from any rating agency providing a rating on the Bonds, confirming the rating to be borne by the Bonds. In the event the Bonds are not then rated, then the Trustee may rely upon a notice from the Remarketing Agent to the effect that such Substitute Credit Facility or such amendment to an existing Credit Facility is sufficient. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. If the duration of the Interest Period will change from an interval of 365 days or less to an interval of more than 365 days, or vice versa, then with such instructions the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The delivery by the Company to the Trustee of a letter from Bond Counsel confirming the opinion accompanying the Company notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event that the Company fails to deliver to the Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Option. (b) Any change in the type of Interest Period must comply with the following: (i) the Conversion Date must be an Interest Payment Date for the Interest Period then in effect (and, with respect to a Long Term Period, must be the last Interest Payment Date for such Long Term Period) and (ii) no change in Interest Period shall occur after a Default shall have occurred and be continuing.