Common use of Conversion and Exchange Rights Clause in Contracts

Conversion and Exchange Rights. The Company acknowledges that the ------------------------------ Certificate of Designations sets forth certain rights of the holders of shares of Series C Preferred Stock to convert such shares of Series C Preferred Stock into newly issued shares of Series B Preferred Stock, or to exchange such shares of Series C Preferred Stock (or shares of Series B Preferred Stock into which such shares of Series C Preferred Stock were converted under certain specified circumstances) for certain shares of Newco Shares (the "EIS Exchange Right"), ------------------ and agrees that it will not take any action which would impair such rights other than as otherwise permitted by the provisions thereof. In the event that EIS shall exercise the EIS Exchange Right, EIS has not satisfied its obligations pursuant to Section 3 of the Note, EIS shall cause to be paid to the Company, within 30 days of such exercise, an amount equal to 30.1% of the aggregate amount of the Development Funding and Additional Development Funding through the date of such exercise provided by each of the parties to Newco in accordance with the terms hereof (plus interest calculated thereon at the same interest rate as in the Note, for the period from the initial payment through the date of the exercise of the EIS Exchange Right) (the "Make-Whole Amount") or any portion of the Make-Whole Amount, as the case may ----------------- be, provided to Newco (by or on behalf of the Company and EIS and their respective affiliates and subsidiaries), from and after the Initial Closing Date. EIS may pay such amount, at its option, either (i) in cash or (ii) by offset against the amount payable under the Note, to which EPIL hereby consents or a combination of (i) and (ii). In the event of a Significant Transaction (as defined in the Certificate of Designations), the Series B Preferred Stock delivered upon such conversion shall have the benefit of the EIS Exchange Right identical to that with respect to the Series C Preferred Stock so converted and shall be evidenced by a security substantially in the form of Exhibit H. ---------

Conversion and Exchange Rights. (i) Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide (A) that holder of Shares of any Series shall have the right to exchange such Shares for Shares of any other investment company registered as such under the 9140 Act and designated for that purpose (an "Eligible Investment Company" in the Trust's Prospectus for the Shares being exchanged, (B) that holders of any Class of Shares of a Series shall have the right to convert such Shares ("Converted Shares" into, or exchange such Shares for, Shares of one or more other Classes of such Series ("Resulting Shares") and (C) that Shares of any Class of a Series shall be automatically converted into Shares of another Class of such Series, in each case in accordance with such requirements and procedures as the Trustees may establish. (ii) The Company acknowledges that number of Resulting Shares of any Class into which a Converted Share is converted shall be the ------------------------------ Certificate quotient (including for this purpose fractions of Designations sets forth certain a Share) obtained by dividing the net asset value per Converted Share converted by the net asset value per Resulting Share, each determined as of the close of business on the Conversion Date. (iii) Converted Shares of any Class will cease to accrue dividends at the close of business on the Conversion Date thereof, and will thenceforth no longer be deemed outstanding, and the rights of the holders thereof (except (A) the right to receive the appropriate number of shares Resulting Shares determined as above in this subsection (k) (B) the right to receive dividends declared on Converted Shares but not paid prior to the close of Series C Preferred Stock business on such Conversion Date, and (C) the right to convert such shares of Series C Preferred Stock into newly issued shares of Series B Preferred Stock, vote or to exchange give any consent in respect of Converted Shares that were held as of any record date occurring before the Conversion Date and theretofore set with respect to any meeting held or any written consent for which the actual date is set after the Conversion Date) will cease, and such shares of Series C Preferred Stock (or shares of Series B Preferred Stock into which such shares of Series C Preferred Stock were converted under certain specified circumstances) for certain shares of Newco Shares (holder shall instead have all the "EIS Exchange Right"), ------------------ and agrees that it will not take any action which would impair such rights other than as otherwise permitted by the provisions thereof. In the event that EIS shall exercise the EIS Exchange Right, EIS has not satisfied its obligations pursuant to Section 3 in respect of the Note, EIS shall cause to be paid to Resulting Shares of a holder of Shares of the Company, within 30 days Class issuable upon conversion of such exerciseConverted Shares, an amount equal to 30.1% of the aggregate amount of the Development Funding and Additional Development Funding through the date of such exercise provided by each of the parties to Newco in accordance with the terms hereof (plus interest calculated thereon at the same interest rate as in the Note, for the period from the initial payment through the date of the exercise of the EIS Exchange Right) (the "Make-Whole Amount") or any portion of the Make-Whole Amount, as the case may ----------------- be, provided to Newco (by or on behalf of the Company and EIS and their respective affiliates and subsidiaries), effective from and after the Initial Closing close of business on such Conversion Date. EIS may pay such amountCertificates representing Resulting Shares need not be issued until certificates representing Converted Shares, at if issued, have been received by the Trust or its optionagent, either duly endorsed for transfer. (iiv) in cash or (ii) by offset against The Trust will appropriately reflect the amount payable under conversion of Converted Shares into Resulting Shares on the Note, first periodic statements of account sent to Shareholders of record affected which EPIL hereby consents or a combination of (i) and (ii). In the event of a Significant Transaction (as defined in the Certificate of Designations), the Series B Preferred Stock delivered upon such conversion shall have the benefit of the EIS Exchange Right identical to that provide account information with respect to a reporting period which includes the Series C Preferred Stock so converted and shall be evidenced by a security substantially in the form of Exhibit H. ---------conversion Date.