Senior Convertible Note Sample Contracts

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Algae Dynamics Corp. – Senior Convertible Note (November 9th, 2017)

FOR VALUE RECEIVED, ALGAE DYNAMICS CORP., a Canadian federal corporation (the "Company"), hereby promises to pay to the order of Teewinot Life Sciences Corporation or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (this "Note", including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, collect

Helios & Matheson North America Inc. – Senior Convertible Note (October 5th, 2017)

FOR VALUE RECEIVED, Helios and Matheson Analytics Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Hudson Bay Master Fund Ltd or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) at any time an Event of Default (as defined below) has occurred and is continuing on or after the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible Notes

KonaRed Corp – Amendment No. 1 to Senior Convertible Note (October 5th, 2017)

This Amendment No. 1 to that certain Senior Convertible Note (this "First Amendment"), is made and entered this 29th day of September, 2017 by and between KonaRed Corporation, a Nevada corporation (the "Company"), and VDF FutureCeuticals, Inc., an Illinois corporation (the "Holder", together with the Company, the "Parties").

Broadleaf Capital Partners Inc. – Senior Convertible Note (August 23rd, 2017)

FOR VALUE RECEIVED, TimefireVR, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of ____________________ or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this "Note") is one of an issue o

Amyris – Second Amendment to 1.5% Senior Convertible Note (Rs-10) (August 14th, 2017)

This Second Amendment to 1.5% Senior Convertible Note (RS-10) (this "Amendment") is made and entered into as of May 12th, 2017, by and between Amyris, Inc., a Delaware corporation (the "Company") and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activites USA SAS (the "Investor").

Amyris – First Amendment to 1.5% Senior Convertible Note (Rs-10) (May 15th, 2017)

This First Amendment to 1.5% Senior Convertible Note (RS-I 0) (this "Amendment") is made and entered into as of February 27, 2017, by and between Amyris, Inc., a Delaware corporation (the "Company") and Total Energies Nouvelles Activites USA (f.k.a. Total Gas & Power USA, SAS) (the "Investor").

NUANCE COMMUNICATIONS, INC. 1.25% Senior Convertible Notes Due 2025 INDENTURE Dated as of March 17, 2017 U.S. Bank National Association, as Trustee (March 17th, 2017)

INDENTURE dated as of March 17, 2017 between NUANCE COMMUNICATIONS, INC., a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).

VIAVI SOLUTIONS INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 3, 2017 1.00% Senior Convertible Notes Due 2024 (March 6th, 2017)

INDENTURE dated as of March 3, 2017 between VIAVI SOLUTIONS INC., a Delaware corporation (the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).

The Greenbrier Companies, Inc. (An Oregon Corporation) 2.875% Senior Convertible Notes Due 2024 Purchase Agreement (February 6th, 2017)
KonaRed Corp – December 6, 2016 KONARED CORPORATION 1101 via Callejon, #200 San Clement, CA 92673-4230 Re: Letter of Agreement - Extension of Maturity on Two Senior Convertible Notes ("Letter Agreement") Dear Sirs, Reference Is Made to Those Certain Senior Convertible Notes Between KONARED CORPORATION, a Nevada Corporation (The "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois Limited Liability Company ("LPC") the First Being a $250,000 Senior Convertible Note Dated as of August 17, 2015 and the Second Being a $300,000 Senior Convertible Note Dated November 23, 2015 (Collectively, the "Senior Conve (December 20th, 2016)

This Letter Agreement hereby extends the Maturity Date of each of the Senior Convertible Notes from December 31, 2016 to December 31, 2017.

TERADYNE, INC. 1.25% Senior Convertible Notes Due 2023 INDENTURE Dated as of December 12, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (December 12th, 2016)

INDENTURE dated as of December 12, 2016 between TERADYNE, INC., a Massachusetts corporation, as issuer (the Company), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the Trustee).

OncBioMune Pharmaceuticals, Inc – FORM OF 10% Original Issue Discount 10% Senior Convertible NOTE DUE July 18, 2017 (November 21st, 2016)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune, Inc., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Endonovo Therapeutics, Inc. – 6% Senior Convertible NOTE (July 15th, 2016)

THIS 6% SENIORCONVERTIBLE NOTE is one of a series of duly authorized and validly issued 6% Senior Convertible Notes issued at a 5.5% original issue discount by Endonovo Therapeutics, Inc., a Delaware corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Amyris – 1.5% Senior Convertible Note (May 10th, 2016)

This Note was issued pursuant to the Securities Purchase Agreement, dated as of July 30, 2012 (as amended from time to time, the "Agreement"), among the Company and the Investor. As used herein, "Note" means this 1.5% Senior Convertible Note issued to the Investor pursuant to the Agreement. This Note is issued in exchange for convertible note RS-9 originally issued on July 29, 2015, which was issued in exchange for convertible note RS-2 originally issued on December 2, 2013, which was issued in exchange for convertible note R-4 originally issued on June 6, 2013 (the "Original Issue Date") pursuant to the Agreement.

CSG Systems International, Inc. 4.25% Senior Convertible Notes Due 2036 (March 15th, 2016)
Gold Lakes Corp. – Gold Lakes Corp. Senior Convertible Note (March 15th, 2016)

FOR VALUE RECEIVED,GOLD LAKES CORP., a Nevada corporation (the "Company"), hereby promises to pay to the order of HIMMIL INVESTMENTS LTD. or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "IssuanceDate") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms h

Senior Convertible Note (March 4th, 2016)

FOR VALUE RECEIVED, MEDICAL ALARM CONCEPTS HOLDING, Inc., a Nevada corporation (the "Company"), hereby promises to pay to __________ or registered assigns (the "Holder") in cash and/or in shares of Common Stock (as defined below) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Convertible Notes issued in exchange, transfer or replacement hereof, th

Kempharm, Inc – KEMPHARM, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 9, 2016 5.50% Senior Convertible Notes Due 2021 (February 9th, 2016)

INDENTURE dated as of February 9, 2016 between KemPharm, Inc., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

5% Original Issue Discount 10% Senior Convertible NOTE DUE September 16, 2016 (December 21st, 2015)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Senior Convertible Notes issued at a 5% original issue discount by BTCS Inc., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Bioheart Inc. – Senior Convertible Note (December 4th, 2015)

FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the "Company"), hereby promises to pay to the order of MAGNA EQUITIES II, LLC or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms h

Bioheart Inc. – Amended and Restated Senior Convertible Note (December 4th, 2015)

FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the "Company"), hereby promises to pay to the order of MAGNA EQUITIES II, LLC or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms h

KonaRed Corp – Senior Convertible Note (November 23rd, 2015)

FOR VALUE RECEIVED, KONARED CORPORATION, a Nevada corporation (the "Company"), hereby promises to pay to the order of LINCOLN PARK CAPITAL FUND, LLC or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with

Senior Convertible Note (November 18th, 2015)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 15(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND,

Senior Convertible Note (November 18th, 2015)

THIS NOTE AND ALL OTHER TRANSACTION DOCUMENTS AND ALL INDEBTEDNESS, OBLIGATIONS AND LIABILITIES OF THE COMPANY (AND ITS SUCCESSORS AND SUBSIDIARIES) TO THE HOLDER AND ITS SUCCESSORS AND ASSIGNS HEREUNDER AND THEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE LOAN AGREEMENT (AS DEFINED IN SECTION 28 OF THIS NOTE), THE 3 EXISTING NOTES (AS DEFINED IN THE LOAN AGREEMENT) AND THE OTHER DOCUMENTS (AS DEFINED IN THE LOAN AGREEMENT). A COPY OF THE LOAN AGREEMENT, THE 3 EXISTING NOTES AND THE OTHER DOCUMENTS ARE AVAILABLE BY WRITTEN REQUEST TO THE COMPANY.

Virtus Oil & Gas Corp. – Senior Convertible Note (October 14th, 2015)

FOR VALUE RECEIVED, VIRTUS OIL AND GAS CORP., a Nevada corporation (the "Company"), hereby promises to pay to the order of HIMMIL INVESTMENTS, LTD. or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as increased by any Additional Amount added thereto and as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, r

Bioheart Inc. – Senior Convertible Note (October 2nd, 2015)

FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the "Company"), hereby promises to pay to the order of MAGNA EQUITIES II, LLC or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms h

Multimedia Platforms Inc. – Senior Convertible Note (August 31st, 2015)

FOR VALUE RECEIVED, KONARED CORPORATION, a Nevada corporation (the "Company"), hereby promises to pay to the order of LINCOLN PARK CAPITAL FUND, LLC or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with

KonaRed Corp – Senior Convertible Note (August 18th, 2015)

FOR VALUE RECEIVED, KONARED CORPORATION, a Nevada corporation (the "Company"), hereby promises to pay to the order of LINCOLN PARK CAPITAL FUND, LLC or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with

12% Senior Convertible Note Due 2017 (August 12th, 2015)

THIS 12% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Senior Convertible Notes of InterCloud Systems, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702, designated as its 12% Senior Convertible Notes due 2017 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

12% Senior Convertible Note Due 2017 (August 12th, 2015)

THIS 12% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Senior Convertible Notes of InterCloud Systems, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702, designated as its 12% Senior Convertible Notes due 2017 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Blue Calypso, Inc. SENIOR CONVERTIBLE NOTE (July 24th, 2015)

FOR VALUE RECEIVED, Blue Calypso, Inc., a Delaware corporation (the Company), hereby promises to pay to [ ___________________ ] or its registered assigns (the Holder) in cash (and/or subject to the terms hereof, in shares of Common Stock (as defined below), the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion, amortization or otherwise, the Principal) when due, whether upon the Maturity Date (as defined below), on any Installment Date (as defined below) with respect to the Installment Amount (as defined below) due on such Installment Date, acceleration, redemption and/or otherwise (in each case in accordance with the terms hereof) and to pay Guaranteed Interest and Default Interest at the Default Rate on any outstanding Principal when the same shall become due whether on any Installment Date, the Maturity Date, acceleration, conversion, redemption and/or otherwise (in each case pursuant to and in accordanc

Skyline Medical Inc. – Form of Amendment to Senior Convertible Notes and Agreement by and Between Skyline Medical Inc. And Senior Convertible Noteholder Dated as of ____________, 2015 (July 24th, 2015)

WHEREAS, the undersigned (the "Undersigned") is the owner of one or more Senior Convertible Notes of Skyline Medical Inc., a Delaware corporation (the "Company") that are scheduled to mature on July 23, 2015 (the "2015 Notes") and/or April 7, 2016 (the "2016 Notes" and together with the 2015 Notes, collectively, the "Notes");

Virtus Oil & Gas Corp. – Form of Senior Convertible Note (July 22nd, 2015)

FOR VALUE RECEIVED, VIRTUS OIL AND GAS CORP., a Nevada corporation (the "Company"), hereby promises to pay to the order of HIMMIL INVESTMENTS, LTD. or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as increased by any Additional Amount added thereto and as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, r

Virtus Oil & Gas Corp. – Senior Convertible Note (July 22nd, 2015)

FOR VALUE RECEIVED, VIRTUS OIL AND GAS CORP., a Nevada corporation (the "Company"), hereby promises to pay to the order of HIMMIL INVESTMENTS, LTD. or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as increased by any Additional Amount added thereto and as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, r

Guided Therapeutics, Inc. – Senior Convertible Note (June 30th, 2015)

FOR VALUE RECEIVED, Guided Therapeutics, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of MAGNA EQUITIES II, LLC or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with