Common use of Election to Redeem; Notice of Redemption; Partial Redemptions Clause in Contracts

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company to redeem any Convertible Debentures shall be evidenced by, or pursuant to, a resolution of the Board of Trustees. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or to be redeemed as a whole or in part at the option of the Company shall be given by giving notice of such redemption as provided in Section 15.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible Debentures. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure to give notice by mail, nor any defect in the notice so mailed to the Holder of any Convertible Debenture designated for redemption as a whole or in part shall affect the validity of the proceedings for such redemption. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers for such Convertible Debentures, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible Debentures, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible Debenture, a new Convertible Debenture or Convertible Debentures in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. Not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures are to be redeemed at the election of the Company, the Company will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures shall relate, in the case of any Convertible Debenture redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture which has been or is to be redeemed.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company Issuer to redeem any Convertible Debentures Securities shall be evidenced by, or pursuant to, a resolution Board Resolution which shall identify the Securities to be redeemed. In the case of any redemption at the election of the Board Issuer of Trusteesthe Securities of any series with the same issue date, interest rate and stated maturity, the Issuer shall, at least 60 days prior to the redemption date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of the principal amount of securities of such series to be redeemed. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or Registered Securities of any series to be redeemed as a whole or in part at the option of the Company Issuer shall be given by giving mailing notice of such redemption as provided in Section 15.4by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible DebenturesSecurities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee, shall be given by mailing notice of such redemption, by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Issuer, the Trustee shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York, once in each of three successive calendar weeks, the first publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure Failure to give notice by mail, nor or any defect in the notice so mailed to the Holder of any Convertible Debenture Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such redemptionseries. The notice of redemption to the Trustee and to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the "CUSIP" number or numbers for such Convertible Debentures, the redemption price, the Place amount of accrued interest, if any, the place or Places places of Paymentpayment, that payment will be made upon presentation and surrender of such Convertible DebenturesSecurities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture Security of a series is to be redeemed in part, only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible DebentureSecurity, a new Convertible Debenture Security or Convertible Debentures Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures Securities of any series to be redeemed at the option of the Company Issuer shall be given by the Company Issuer or, at the CompanyIssuer's request, by the Trustee in the name and at the expense of the CompanyIssuer. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. Not later than On or before the redemption date specified in the notice of redemption given as provided in this Section, the Company Issuer will have on deposit with the Trustee or with one or more Paying Agents paying agents (or, if the Company Issuer is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures Securities of a series are to be redeemed at the election of the CompanyIssuer, the Company Issuer will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers' Certificate stating that such restriction has been complied with. If less than all the Securities of any series with the same issue date, interest rate and stated maturity are to be redeemed, the Trustee shall select by lot or in such manner as it shall deem appropriate and fair (which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series), the particular Securities of such Series to be redeemed. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures Securities shall relate, in the case of any Convertible Debenture Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture Security which has been or is to be redeemed.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company to redeem any Convertible Debentures shall be evidenced by, or pursuant to, a resolution of the Board of TrusteesDirectors. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or to be redeemed as a whole or in part at the option of the Company shall be given by giving notice of such redemption as provided in Section 15.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible Debentures. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure to give notice by mail, nor any defect in the notice so mailed to the Holder of any Convertible Debenture designated for redemption as a whole or in part shall affect the validity of the proceedings for such redemption. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers for such Convertible Debentures, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible Debentures, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible Debenture, a new Convertible Debenture or Convertible Debentures in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. The Company or the Trust shall give public notice of any such redemption by the issuance of a press release through the services of the Dow Xxxxx Broad Tape, Reuters News Service and Bloomberg News Service. Not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures are to be redeemed at the election of the Company, the Company will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures shall relate, in the case of any Convertible Debenture redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture which has been or is to be redeemed.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company to redeem any Convertible Debentures shall be evidenced by, or pursuant to, a resolution of the Board of TrusteesDirectors. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or to be redeemed as a whole or in part at the option of the Company shall be given by giving notice of such redemption as provided in Section 15.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible Debentures. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure to give notice by mail, nor any defect in the notice so mailed to the Holder of any Convertible Debenture designated for redemption as a whole or in part shall affect the validity of the proceedings for such redemption. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers numbers, if any, for such Convertible Debentures, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible Debentures, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible Debenture, a new Convertible Debenture or Convertible Debentures in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. The Company or the Trust shall give public notice of any such redemption by the issuance of a press release through the services of the Dow Xxxxx Broad Tape, Reuters News Service and Bloomberg News Service. Not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures are to be redeemed at the election of the Company, the Company will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures shall relate, in the case of any Convertible Debenture redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture which has been or is to be redeemed.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company Issuer to redeem any Convertible Debentures Securities shall be evidenced by, or pursuant to, a resolution Board Resolution which shall identify the Securities to be redeemed. In the case of any redemption at the election of the Board Issuer of Trusteesthe Securities of any series with the same issue date, interest rate and stated maturity, the Issuer shall, at least 60 days prior to the redemption date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of the principal amount of securities of such series to be redeemed. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or Registered Securities of any series to be redeemed as a whole or in part at the option of the Company Issuer shall be given by giving mailing notice of such redemption as provided in Section 15.4by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible DebenturesSecurities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii), shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least thirty days and not more than sixty prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Issuer, the Trustee shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by Section 3.6, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than thirty nor more than sixty days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure Failure to give notice by mail, nor or any defect in the notice so mailed to the Holder of any Convertible Debenture Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such redemptionseries. The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the "CUSIP" number or numbers for such Convertible Debentures, the redemption price, the Place place or Places places of Paymentpayment, that payment will be made upon presentation and surrender of such Convertible DebenturesSecurities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture Security of a series is to be redeemed in part, part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible DebentureSecurity, a new Convertible Debenture Security or Convertible Debentures Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures Securities of any series to be redeemed at the option of the Company Issuer shall be given by the Company Issuer or, at the CompanyIssuer's request, by the Trustee in the name and at the expense of the CompanyIssuer. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. Not later than On or before the redemption date specified in the notice of redemption given as provided in this Section, the Company Issuer will have on deposit with the Trustee or with one or more Paying Agents paying agents (or, if the Company Issuer is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 3.33.4) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures Securities of a series are to be redeemed at the election of the CompanyIssuer, the Company Issuer will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice Notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers' Certificate stating that such restriction has been complied with. If less than all the Securities of any series with the same issue date, interest rate and stated maturity are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair (which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series), the particular Securities of such series to be redeemed. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures Securities shall relate, in the case of any Convertible Debenture Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture Security which has been or is to be redeemed.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company to redeem any Convertible Debentures Securities shall be evidenced by, or pursuant to, a resolution of the Board of TrusteesDirectors. Notice of redemption to the Holders of Convertible Debentures Registered Securities of any Series required to be redeemed or to be redeemed as a whole or in part at the option of the Company shall be given by giving notice of such redemption as provided in Section 15.411.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible DebenturesSecurities of such Series. Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by Section 3.5, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than thirty nor more than sixty days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure Failure to give notice by mail, nor or any defect in the notice so mailed to the Holder of any Convertible Debenture Security of a Series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such redemptionSeries. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers for such Convertible DebenturesSecurities, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible DebenturesSecurities, and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and notice, that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrueaccrue and, the conversion rate or priceif applicable, the date that on which the right to convert the Convertible Debentures and after such date, such Securities shall cease to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversionconvertible into Common Stock. If less than all of the Convertible Debentures Securities of any Series are to be redeemed, the notice of redemption shall specify the number numbers of the Convertible Debentures Securities of such Series to be redeemed. In case any Convertible Debenture Security of a Series is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible DebentureSecurity, a new Convertible Debenture Security or Convertible Debentures Securities of such Series in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures Securities of any Series to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 45 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 15 days prior to the date fixed for redemptionredemption (unless a shorter notice shall be satisfactory to the Trustee). Not Unless otherwise specified pursuant to Section 2.3, not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date date, an amount of money sufficient to redeem on the redemption date all the Convertible Debentures Securities of such Series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures Securities of a Series are to be redeemed at the election of the Company, the Company will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures Securities to be redeemed. If less than all the Securities of a Series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed in whole or in part and the Trustee shall promptly notify the Company in writing of the Securities of such Series selected for redemption and, in the case of any Securities of such Series selected for partial redemption, the principal amount thereof to be redeemed. However, if less than all the Securities of any Series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such Series or any multiple thereof. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures Securities of any Series shall relate, in the case of any Convertible Debenture Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture Security which has been or is to be redeemed. If any Security selected for partial redemption is surrendered for conversion after such selection, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company Issuer to redeem any Convertible Debentures Securities shall be evidenced by, or pursuant to, a resolution Board Resolution which shall identify the Securities to be redeemed. In the case of any redemption at the election of the Board Issuer of Trusteesthe Securities of any series with the same issue date, interest rate and stated maturity, the Issuer shall, at least 60 days prior to the redemption date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of the principal amount of securities of such series to be redeemed. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or Registered Securities of any series to be redeemed as a whole or in part at the option of the Company Issuer shall be given by giving mailing notice of such redemption as provided in Section 15.4by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible DebenturesSecurities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee, shall be given by mailing notice of such redemption, by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Issuer, the Trustee shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York, once in each of three successive calendar weeks, the first publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure Failure to give notice by mail, nor or any defect in the notice so mailed to the Holder of any Convertible Debenture Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such redemptionseries. The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the "CUSIP" number or numbers for such Convertible Debentures, the redemption price, the Place place or Places places of Paymentpayment, that payment will be made upon presentation and surrender of such Convertible DebenturesSecurities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture Security of a series is to be redeemed in part, only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible DebentureSecurity, a new Convertible Debenture Security or Convertible Debentures Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures Securities of any series to be redeemed at the option of the Company Issuer shall be given by the Company Issuer or, at the CompanyIssuer's request, by the Trustee in the name and at the expense of the CompanyIssuer. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. Not later than On or before the redemption date specified in the notice of redemption given as provided in this Section, the Company Issuer will have on deposit with the Trustee or with one or more Paying Agents paying agents (or, if the Company Issuer is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures Securities of a series are to be redeemed at the election of the CompanyIssuer, the Company Issuer will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers' Certificate stating that such restriction has been complied with. If less than all the Securities of any series with the same issue date, interest rate and stated maturity are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair (which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series), the particular Securities of such Series to be redeemed. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures Securities shall relate, in the case of any Convertible Debenture Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture Security which has been or is to be redeemed.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company to redeem any Convertible Debentures shall be evidenced by, or pursuant to, a resolution of the Board of TrusteesDirectors. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or to be redeemed as a whole or in part at the option of the Company shall be given by giving notice of such redemption as provided in Section 15.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible Debentures. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure to give notice by mail, nor any defect in the notice so mailed to the Holder of any Convertible Debenture designated for redemption as a whole or in part shall affect the validity of the proceedings for such redemption. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers for such Convertible Debentures, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible Debentures, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, if applicable, the conversion rate or price, the any date on which the right to convert the any Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible Debenture, a new Convertible Debenture or Convertible Debentures in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. Not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Non-Convertible Debentures or Convertible Debentures are to be redeemed at the election of the Company, the Company will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Non-Convertible Debentures or Convertible Debentures, as the case may be, to be redeemed. For all purposes of this Amended and Restated Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures shall relate, in the case of any Convertible Debenture redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture which has been or is to be redeemed.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company Corporation to redeem any Convertible Debentures Securities shall be evidenced by, or pursuant to, a resolution of the Board of TrusteesDirectors. Notice of redemption to the Holders of Convertible Debentures Registered Securities of any Series required to be redeemed or to be redeemed as a whole or in part at the option of the Company Corporation shall be given by giving notice of such redemption as provided in Section 15.411.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible DebenturesSecurities of such Series. Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Corporation, the Trustee shall make such information available to the Corporation for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by Section 3.5, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than thirty nor more than sixty days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure Failure to give notice by mail, nor or any defect in the notice so mailed to the Holder of any Convertible Debenture Security of a Series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such redemptionSeries. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers for such Convertible DebenturesSecurities, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible DebenturesSecurities, and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures Securities of any Series are to be redeemed, the notice of redemption shall specify the number numbers of the Convertible Debentures Securities of such Series to be redeemed. In case any Convertible Debenture Security of a Series is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible DebentureSecurity, a new Convertible Debenture Security or Convertible Debentures Securities of such Series in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures Securities of any Series to be redeemed at the option of the Company Corporation shall be given by the Company Corporation or, at the CompanyCorporation's request, by the Trustee in the name and at the expense of the CompanyCorporation. If such notice is to be given by the Trustee, the Company Corporation shall provide notice of such redemption to the Trustee at least 60 45 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the CompanyCorporation, the Company Corporation shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 15 days prior to the date fixed for redemptionredemption (unless a shorter notice shall be satisfactory to the Trustee). Not Unless otherwise specified pursuant to Section 2.3, not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company Corporation will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company Corporation is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date date, an amount of money sufficient to redeem on the redemption date all the Convertible Debentures Securities of such Series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures Securities of a Series are to be redeemed at the election of the CompanyCorporation, the Company Corporation will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures Securities to be redeemed. If less than all the Securities of a Series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed in whole or in part and the Trustee shall promptly notify the Corporation in writing of the Securities of such Series selected for redemption and, in the case of any Securities of such Series selected for partial redemption, the principal amount thereof to be redeemed. However, if less than all the Securities of any Series with differing issue dates, interest rates and stated maturities are to be redeemed, the Corporation in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such Series or any multiple thereof. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures Securities of any Series shall relate, in the case of any Convertible Debenture Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture Security which has been or is to be redeemed. If any Security selected for partial redemption is surrendered for conversion after such selection, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company Corporation to redeem any Convertible Debentures Securities shall be evidenced by, or pursuant to, a resolution of the Board of TrusteesDirectors. Notice of redemption to the Holders of Convertible Debentures Registered Securities of any Series required to be redeemed or to be redeemed as a whole or in part at the option of the Company Corporation shall be given by giving notice of such redemption as provided in Section 15.411.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible DebenturesSecurities of such Series. Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Corporation, the Trustee shall make such information available to the Corporation for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by Section 3.5, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than thirty nor more than sixty days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure Failure to give notice by mail, nor or any defect in the notice so mailed to the Holder of any Convertible Debenture Security of a Series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such redemptionSeries. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers for such Convertible DebenturesSecurities, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible DebenturesSecurities, and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures Securities of any Series are to be redeemed, the notice of redemption shall specify the number numbers of the Convertible Debentures Securities of such Series to be redeemed. In case any Convertible Debenture Security of a Series is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible DebentureSecurity, a new Convertible Debenture Security or Convertible Debentures Securities of such Series in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures Securities of any Series to be redeemed at the option of the Company Corporation shall be given by the Company Corporation or, at the CompanyCorporation's request, by the Trustee in the name and at the expense of the CompanyCorporation. If such notice is to be given by the Trustee, the Company Corporation shall provide notice of such redemption to the Trustee at least 60 45 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the CompanyCorporation, the Company Corporation shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in in. any event at least 30 days and not more than 60 15 days prior to the date fixed for redemptionredemption (unless a shorter notice shall be satisfactory to the Trustee). Not Unless otherwise specified pursuant to Section 2.3, not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company Corporation will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company Corporation is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date date, an amount of money sufficient to redeem on the redemption date all the Convertible Debentures Securities of such Series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures Securities of a Series are to be redeemed at the election of the CompanyCorporation, the Company Corporation will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures Securities to be redeemed. If less than all the Securities of a Series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed in whole or in part and the Trustee shall promptly notify the Corporation in writing of the Securities of such Series selected for redemption and, in the case of any Securities of such Series selected for partial redemption, the principal amount thereof to be redeemed. However, if less than all the Securities of any Series with differing issue dates, interest rates and stated maturities are to be redeemed, the Corporation in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such Series or any multiple thereof. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures Securities of any Series shall relate, in the case of any Convertible Debenture Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture Security which has been or is to be redeemedredeemed If any Security selected for partial redemption is surrendered for conversion after such selection, the converted portion os such Security shall be deemed (so far as may be) to be the portion selected for redemption.

Election to Redeem; Notice of Redemption; Partial Redemptions. The election of the Company to redeem any Convertible Debentures shall be evidenced by, or pursuant to, a resolution of the Board of TrusteesDirectors. Notice of redemption to the Holders of Convertible Debentures required to be redeemed or to be redeemed as a whole or in part at the option of the Company shall be given by giving notice of such redemption as provided in Section 15.4, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Convertible Debentures. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Neither the failure to give notice by mail, nor any defect in the notice so mailed to the Holder of any Convertible Debenture designated for redemption as a whole or in part shall affect the validity of the proceedings for such redemption. The notice of redemption to each such Holder shall specify the date fixed for redemption, the "CUSIP" number or numbers for such Convertible Debentures, the redemption price, the Place or Places of Payment, that payment will be made upon presentation and surrender of such Convertible Debentures, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and the place or places where such Convertible Debentures may be surrendered for conversion. If less than all of the Convertible Debentures are to be redeemed, the notice of redemption shall specify the number of the Convertible Debentures to be redeemed. In case any Convertible Debenture is to be redeemed in part, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible Debenture, a new Convertible Debenture or Convertible Debentures in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Convertible Debentures to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. If such notice is to be given by the Trustee, the Company shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to 727411.13 35 the Trustee). If such notice is given by the Company, the Company shall provide a copy of such notice given to the Holders of such redemption to the Trustee at least 2 days prior to the date such notice is given to such Holders, but in any event at least 30 days and not more than 60 days prior to the date fixed for redemption. Not later than the redemption date specified in the notice of redemption given as provided in this Section, the Company will have on deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.3) in funds available on such date an amount of money sufficient to redeem on the redemption date all the Convertible Debentures so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all of the Outstanding Convertible Debentures are to be redeemed at the election of the Company, the Company will deliver to the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee) an Officers' Certificate stating the aggregate principal amount of Convertible Debentures to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Debentures shall relate, in the case of any Convertible Debenture redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Debenture which has been or is to be redeemed.