Common use of EXERCISE OF DEBT WARRANTS Clause in Contracts

EXERCISE OF DEBT WARRANTS. (a) The Holder of a Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the United States of America, in cash or by certified or official bank check or by bank wire transfer, to the Debt Warrant Agent. Except as may be provided in a Debt Warrant Certificate, the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the Company. (e) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Underlying Debt Securities to which such Holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (f) The Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Underlying Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

EXERCISE OF DEBT WARRANTS. (a) The Holder During the period specified in Section 2.2 any whole number of a Debt Warrants may be exercised [,subject to Section 2.3(c),] by delivery to the Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) Agent of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing with the form of election to purchase Debt Warrant Notes set forth on the reverse side of the Debt Warrant CertificateCertificate properly completed and duly executed, and by duly executing and delivering the samepaying in full, together with payment in full of the Debt Warrant Price [in lawful money of the United States of America, ,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds], the Debt Warrant Price for each Debt Warrant exercised to the Debt Warrant Agent. Except as may , such delivery and payment to be provided in a made at the corporate trust office of the Debt Warrant Certificate, the Agent [or at __________]. The date on which such the duly completed and executed Debt Warrant Certificate and payment are in full of the Debt Warrant Price is received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) . The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the an account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, at the end of each day on which a payment [payment] [wire transfer] for the exercise of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in to its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the CompanyCompany in writing. (eb) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided hereinexercised, (ii) the instructions of each Holder holder of the Debt Warrant Certificates evidencing such Debt Warrants with respect to delivery of the Underlying Debt Securities Warrant Notes to which such Holder holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (fc) As soon as practicable after the exercise of any Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Debt Warrant Certificate evidencing such Debt Warrant, the Debt Warrant Notes to which such holder is entitled, [in fully registered form, registered in such name or names] [or] [in bearer form] as may be directed by such holder [; PROVIDED, HOWEVER, the Company shall deliver Debt Warrant Notes in bearer form only outside the United States and only upon delivery from the person entitled to physical delivery of such Debt Warrant Notes of an executed certification substantially in the form of Exhibit B hereto.] If less than all of the Debt Warrants evidenced by such Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall manually countersign and deliver, a new Debt Warrant Certificate evidencing the number of such Debt Warrants remaining unexercised. (d) The Holder, and Company shall not the Company, shall be required to pay any stamp or other tax or other governmental charge that may required to be imposed paid in connection with any transfer involved in the issuance of the Underlying Debt Securities; Warrant Notes and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Underlying Debt Securities (and Warrant Note unless or until the Holder's purchase person requesting the issuance thereof shall have paid to the Company the amount of such tax or governmental charge or shall have established to the satisfaction of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until Company that such tax or other governmental charge shall have has been paid or it has been established to the Company's satisfaction that no such tax or other governmental charge is duepayable.

EXERCISE OF DEBT WARRANTS. (a) The Holder During the period specified in Section 2.2 any whole number of a Debt Warrants may be exercised [,subject to Section 2.3(c),] by delivery to the Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) Agent of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing with the form of election to purchase Debt Warrant Notes set forth on the reverse side of the Debt Warrant CertificateCertificate properly completed and duly executed, and by duly executing and delivering the samepaying in full, together with payment in full of the Debt Warrant Price [in lawful money of the United States of America, ,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds], the Debt Warrant Price for each Debt Warrant exercised to the Debt Warrant Agent. Except as may , such delivery and payment to be provided in a made at the corporate trust office of the Debt Warrant Certificate, the Agent [or at __________]. The date on which such the duly completed and executed Debt Warrant Certificate and payment are in full of the Debt Warrant Price is received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) . The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the an account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, at the end of each day on which a payment [payment] [wire transfer] for the exercise of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in to its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the CompanyCompany in writing. (eb) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided hereinexercised, (ii) the instructions of each Holder holder of the Debt Warrant Certificates evidencing such Debt Warrants with respect to delivery of the Underlying Debt Securities Warrant Notes to which such Holder holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (fc) The Holder, and not As soon as practicable after the Company, shall be required to pay exercise of any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Underlying Debt Securities; and in the event that any such transfer is involvedWarrant, the Company shall not be required issue, pursuant to issue any Underlying Debt Securities (and the Holder's purchase Indenture, in authorized denominations to or upon the order of the Underlying Debt Securities upon holder of the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until Certificate evidencing such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.Debt

EXERCISE OF DEBT WARRANTS. (a) The Holder of a Debt Warrant ------------------------- shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.22.02, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 2.01 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the United States of America, in cash or by certified or official bank check or by bank wire transfer, to the Debt Warrant Agent. Except as may be provided in a Debt Warrant Certificate, the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the Company. (e) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Underlying Debt Securities to which such Holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (f) The Company will pay all documentary stamp taxes attributable to the initial issuance of Stock Warrants or to the issuance of Underlying Debt Securities to the registered Holder of such Debt Securities upon exercise thereof; provided, however, that the Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Underlying Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

EXERCISE OF DEBT WARRANTS. (a) The Holder of a Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the [United States of America, ,] in cash or by certified or official bank check or by bank wire transfer, to the Debt Warrant Agent. Except as may be provided in a Debt Warrant Certificate, the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the Company. (e) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Underlying Debt Securities to which such Holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone telephone, to be promptly confirmed in writing. (f) The Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Underlying Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

EXERCISE OF DEBT WARRANTS. (a) The Holder of a Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the [United States of America, ,] in cash or by certified or official bank check or by bank wire transfer, to the Debt Warrant Agent. Except as may be provided in a Debt Warrant Certificate, the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the Company. (e) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Underlying Debt debt Securities to which such Holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone telephone, to be promptly confirmed in writing. (f) The Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Underlying Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

EXERCISE OF DEBT WARRANTS. (a) The Holder During the period specified in Section 2.2 any whole number of a Debt Warrants may be exercised [,subject to Section 2.3(c),] by delivery to the Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) Agent of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing with the form of election to purchase Debt Warrant Notes set forth on the reverse side of the Debt Warrant CertificateCertificate properly completed and duly executed, and by duly executing and delivering the samepaying in full, together with payment in full of the Debt Warrant Price [in lawful money of the United States of America, ,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds], the Debt Warrant Price for each Debt Warrant exercised to the Debt Warrant Agent. Except as may , such delivery and payment to be provided in a made at the corporate trust office of the Debt Warrant Certificate, the Agent [or at ]. The date on which such the duly completed and executed Debt Warrant Certificate and payment are in full of the Debt Warrant Price is received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) . The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the an account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, at the end of each day on which a payment [payment] [wire transfer] for the exercise of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in to its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the CompanyCompany in writing. (eb) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided hereinexercised, (ii) the instructions of each Holder holder of the Debt Warrant Certificates evidencing such Debt Warrants with respect to delivery of the Underlying Debt Securities Warrant Notes to which such Holder holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (fc) As soon as practicable after the exercise of any Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Debt Warrant Certificate evidencing such Debt Warrant, the Debt Warrant Notes to which such holder is entitled, [in fully registered form, registered in such name or names] [or] [in bearer form] as may be directed by such holder [; PROVIDED, HOWEVER, the Company shall deliver Debt Warrant Notes in bearer form only outside the United States and only upon delivery from the person entitled to physical delivery of such Debt Warrant Notes of an executed certification substantially in the form of Exhibit B hereto.] If less than all of the Debt Warrants evidenced by such Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall manually countersign and deliver, a new Debt Warrant Certificate evidencing the number of such Debt Warrants remaining unexercised. (d) The Holder, and Company shall not the Company, shall be required to pay any stamp or other tax or other governmental charge that may required to be imposed paid in connection with any transfer involved in the issuance of the Underlying Debt Securities; Warrant Notes and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Underlying Debt Securities (and Warrant Note unless or until the Holder's purchase person requesting the issuance thereof shall have paid to the Company the amount of such tax or governmental charge or shall have established to the satisfaction of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until Company that such tax or other governmental charge shall have has been paid or it has been established to the Company's satisfaction that no such tax or other governmental charge is duepayable. ARTICLE III.

EXERCISE OF DEBT WARRANTS. (a) The On the Exercise Date, one or more Debt Warrants may be exercised upon (i) notice by the Holder thereof of a such Holder's intention to exercise its Debt Warrants submitted to the Debt Warrant shall have Agent and thereafter promptly forwarded by the rightDebt Warrant Agent to the Company no later than the Determination Date, (ii) delivery to the Debt Warrant Agent at its optioncorporate trust office or window on or prior to the Exercise Date of payment of the Exercise Price in the form of certified or official bank check payable to the order of the Company, and (iii) delivery to exercise such the Debt Warrant and, subject Agent at its corporate trust office or window on or prior to subsection (fthe Exercise Date of the related Debt Warrant Certificate(s) of this Section 2.2, and the purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 and specified form set forth in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a properly completed and duly executed, whereupon the Company will, on or promptly after the Exercise Date, deliver the related Debt Warrant CertificateSecurities, a in accordance with clause (c) of this Section 2.03; provided however, that Debt Warrant Warrants may only be exercised by completing the form if such notice of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the United States of America, in cash or by certified or official bank check or by bank wire transfer, exercise has been delivered to the Debt Warrant AgentAgent prior to the close of business on the Determination Date. Except as may be provided in Notice of a Holder's intention to exercise a Debt Warrant Certificateshall be irrevocable, except that after a postponement of the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the of exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by under the conditions specified in Section 2.02 such notice shall be null and void. Accordingly, after such postponement, a Holder must redeliver a notice of intention to exercise a Debt Warrant Certificate are exercisedno later than the Determination Date immediately preceding January 18, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) 2000. The Debt Warrant Agent shall deposit all funds received by it in as payment for the exercise of the Debt Warrant Price in Warrants to the account of the Company maintained with it for such purpose on the date on which such Debt Warrants and such funds are received and shall advise the Company by telephone or in writing, by 5:00 P.M.facsimile transmission or otherwise, New York City time, at the end of each day on which such a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in to its account. The Debt Warrant Agent shall promptly confirm such telephone any telephonic advice in writing to the Company in writing. Absent written agreement with the Company, the Warrant Agent shall have no obligation to invest any such funds. (eb) The Promptly after the Exercise Date, the Debt Warrant Agent shall, from time to time, as promptly as practicablein accordance with the terms and conditions of this Agreement and the Debt Warrant Certificates, advise the Company and the Trustee of (i) the number of Debt Warrants as to which notice of each title exercised as provided hereinan intention to exercise has been received, (ii) the instructions of each Holder of the Debt Warrant Certificates evidencing such Debt Warrants with respect to delivery of the Underlying Debt Warrant Securities to which such Holder is entitled upon such exercise, exercise and (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (fc) On or promptly after the Exercise Date, the Company shall issue and the Trustee shall authenticate and deliver, pursuant to the Indenture, in authorized denominations, to or upon the order of each Holder who has exercised its Debt Warrants, the Debt Warrant Securities to which such Holder is entitled in fully registered form, registered in such name or names as may be directed by such Holder. (d) The Holder, and Company shall not the Company, shall be required to pay any stamp or other tax or other governmental charge that may required to be imposed paid in connection with any transfer involved in the issuance issue of the Underlying Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Warrant Securities upon the exercise order of such Holder's the Holders of the related Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is dueCertificate evidencing exercised Debt Warrants.

EXERCISE OF DEBT WARRANTS. (a) The Holder of a Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to On any Exercise Date specified in Section 2.1 and specified in 2.02, any whole number of Debt Warrants may be exercised by delivery to the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Agent of the applicable Debt Warrant Certificate, a Debt Warrant may be exercised by completing together with the form of election to purchase Debt Securities set forth on the reverse side of the Debt Warrant CertificateCertificate properly completed and duly executed, and by duly executing and delivering the same, together with payment paying in full of the Debt Warrant Price in lawful money of the United States of Americafull, in cash U.S. dollars or in the Specified Currency, as the case may be, [by certified check or official bank check or by bank wire transfer, ] [by bank wire transfer] [in immediately available funds] to the Debt Warrant Agent. Except as may Agent the Exercise Price for each Debt Warrant, such delivery and payment to be provided in a made at [the corporate trust office of the Debt Warrant Certificate, Agent] or such other place as the Company and the Debt Warrant Agent shall hereafter agree in writing. The date on which such the duly completed and executed Debt Warrant Certificate and payment in full of the Exercise Price are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the applicable Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) . The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Exercise Price in the an account of the Company maintained with it for such purpose and shall advise the Company by telephone or by 5:00 P.M., New York City time, facsimile transmission or other form of electronic communication available to both parties at the end of each day on which a payment [payment] [wire transfer] for the exercise of the Debt Warrant Price for such Debt Warrants is received of the amount so deposited in to its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the CompanyCompany in writing. (eb) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided hereinexercised, (ii) the instructions of each Holder the holders of the Debt Warrant Certificates evidencing such Debt Warrants with respect to delivery of the Underlying Debt Securities to which such Holder is entitled upon such exerciseSecurities, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (fc) As soon as practicable after the exercise of any Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Debt Warrant Certificate evidencing such Debt Warrant, the Debt Securities to which such holder is entitled, registered in [such name or names as may be directed by such holder] [the name of the registered holder of such Debt Securities]. If fewer than all of the Debt Warrants evidenced by such Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer shall manually countersign and deliver, a new Debt Warrant Certificate evidencing the number of such Debt Warrants remaining unexercised. (d) The Holder, and Company shall not the Company, shall be required to pay any stamp or other tax or other governmental charge that may required to be imposed paid in connection with any transfer involved in the issuance of the Underlying Debt Securities; Securities and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Underlying Debt Securities (and Security unless or until the Holder's purchase person requesting the issuance thereof shall have paid to the Company the amount of such tax or governmental charge or shall have established to the satisfaction of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until Company that such tax or other governmental charge shall have has been paid or it has been established to the Company's satisfaction that no such tax or other governmental charge is duepayable.

EXERCISE OF DEBT WARRANTS. (a) The Holder of a Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.22.02, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.1 2.01 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the United States of America, in cash or by certified or official bank check or by bank wire transfer, or in property, in the manner provided by or pursuant to the Board Resolution relating thereto and specified in the Debt Warrant Certificate evidencing such Debt Warrant, to the Debt Warrant Agent. Except as may be provided in a Debt Warrant Certificate, the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities are issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Senior Indenture or Subordinated Indenture, as applicable, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the Company. (e) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i1) the number of Debt Warrants of each title exercised as provided herein, (ii2) the instructions of each Holder with respect to delivery of the Underlying Debt Securities to which such Holder is entitled upon such exercise, (iii3) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv4) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (f) The Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any issuance or transfer involved in the issuance of the Underlying Debt SecuritiesSecurities to a name other than the Holder's; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.