Common use of Exercise of Put Option Clause in Contracts

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e8(g) (Redemption and Purchase – Redemption at the option of NoteholdersNoteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e8(g) (Redemption and Purchase – Redemption at the option of NoteholdersNoteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)), as applicable, such Paying Agent shall notify the Relevant Issuer Issuer, the Guarantor and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) 9.5 (Redemption at the option of NoteholdersNoteholders (Investor Put)) or specified in Condition 9.6 (Change of Control Put Option) (as applicable) for the deposit of Put Option Notices or Change of Control Put Option Notices (as applicable) forms of Put Option Notice or Change of Control Put Option Notices (as applicable) upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, or Change of Control Put Option Notice (as applicable) and in the case of a Put Option Notice put option notice relating to Definitive Notes or Individual Note CertificatesCertificate, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) 9.5 (Redemption at the option of NoteholdersNoteholders ((Investor Put)) or, Condition 9.6 (Change of Control Put Option) (as applicable) such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option or Change of Control Put Option (as applicable) is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt or Change of Control Put Receipt (as applicable) to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticeNotice or Change of Control Put Option Notice (as applicable); provided, however, that if, prior to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice or Change of Control Put Option Notice (as applicable) and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt or Change of Control Put Receipt (as applicable) and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeNotice or Change of Control Put Option Notice (as applicable). For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form the Paying Agent shall be notified of the exercise of the put option contained in Condition 9.5 (Redemption at the option of Noteholders (Investor Put)) or the change of control put option contained in Condition 9.6 (Change of Control Put Option) (as applicable), within the period specified in the Conditions for the deposit of the relevant Note, in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which that receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e9(g) (Redemption at the option of Noteholders) ), or such other period as may be specified in the relevant Final Terms applicable to the Notes, for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e9(g) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during 3.1 The Master Trust, on behalf of the period specified in Condition 9(e) (Redemption at Sub-Trust, agrees that it shall, upon exercise of the option of Noteholders) as provided in Section 3.2, purchase the Preferred Stock from Ambac Assurance for a purchase price equal to the deposit of Put Option Notices forms of Price, which Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Price shall be payable on the Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates Payment Date in accordance with Condition 9(eSection 4. (a) (Redemption at Ambac Assurance may exercise the option at any time upon three (3) Business Days' notice after the date hereof and prior to the termination of Noteholdersthis Agreement by serving a Put Notice on the Master Trust, on behalf of the Sub-Trust, specifying a payment date (the "Put Option Payment Date"), such Paying Agent which shall notify be the Relevant Issuer next Distribution Payment Date on or after the third Business Day after service of the Put Notice on the Master Trust, on behalf of the Sub-Trust. Any notice of exercise provided pursuant to this Section 3.2(a) shall be irrevocable. (b) On the Put Option Payment Date, Ambac Assurance shall convey to the Master Trust, on behalf of the Sub-Trust, or its designee Preferred Stock with an aggregate liquidation preference equal to the aggregate face amount of the ABC Securities outstanding on the Put Option Payment Date. In addition, the number of shares of Preferred Stock delivered shall equal the number of ABC Securities outstanding on the Put Option Payment Date. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (in or all notices, instructions or other communications) as are necessary to convey title to the case Preferred Stock to the Master Trust, on behalf of a Paying Agent the Sub-Trust (or its nominee). (c) For avoidance of doubt, (1) any cash received by the Master Trust, on behalf of the Sub-Trust, as interest or other than payments earned on the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect Trust Property (net of which fees and expenses and excluding any repayment of principal) and not distributed to Holders as of the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited Payment Date shall deliver a duly completed Put Option Receipt be distributed to the depositing Noteholder Holders and shall hold such Definitive Note or Individual Note Certificate on behalf not be used to purchase shares of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticePreferred Stock; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each The Principal Paying Agent shall make available to Noteholders during the period specified in Condition 9(e10(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a the Principal Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e10(f) (Redemption at the option of Noteholders), such the Principal Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such The Principal Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Principal Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a the Principal Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Principal Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any If the Principal Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note Note, it shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each The Paying Agent shall make available to Noteholders holders of Definitive Notes during the period specified in Condition 9(e5(c) (Redemption at the option on Change of NoteholdersControl) for the deposit of Put Option Event Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Event Notice and, in and the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificatesto which such Put Event Notice relates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e5(c) (Redemption at the option on Change of NoteholdersControl), such the Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Event Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the relevant Optional Redemption Date (Put)Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Event Notice; provided, however, that if, prior to the such Optional Redemption Date (Put)Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Event Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeEvent Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form, the Paying Agent shall be notified of the exercise of the Put Option contained in Condition 5(c) (Redemption on Change of Control) within the period specified in the Conditions for the deposit of the relevant Note in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note so notified shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the relevant period specified in Condition 9(e) (Redemption and Purchase – Redemption at the option of Noteholders) for the deposit of Put Option Notices or Change of Control Put Option Notices (as applicable), forms of Put Option Notice (substantially in the form set out at Schedule 4 (Form of Put Option Notice)) or forms of Change of Control Put Option Notice (substantially in the form set out at Schedule 5 (Form of Change of Control Put Option Notice)) (as applicable) upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice or Change of Control Put Option Notice (as applicable) and, in the case of a Put Option Notice or a Change of Control Put Option Notice (as applicable) relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption and Purchase – Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option or Change of Control Put Option (as applicable) is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or the Optional Redemption Date (Change of Control) (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; providedNotice or Change of Control Put Option Notice (as applicable), however, provided that if, prior to the Optional Redemption Date (Put) or the Optional Redemption Date (Change of Control) (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice or Change of Control Put Option Notice (as applicable) and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeNotice or Change of Control Put Option Notice (as applicable). For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message a Change of Control Put Option Notice (as applicable) in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or the Optional Redemption Date (Change of Control) (as applicable) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the Noteholders)for the deposit of Put Option Notices Notices, forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note Certificate shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered NoteNote Certificate, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders Bondholders during the period specified in Condition 9(e) 11 (Redemption at the option of NoteholdersRestructuring Event) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesBonds, such Definitive Notes and Individual Note Certificates Bonds in accordance with Condition 9(e) 11 (Redemption at the option of NoteholdersRestructuring Event), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes Bonds in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate Bond is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder Bondholder and shall hold such Definitive Note or Individual Note Certificate Bond on behalf of the depositing Noteholder Bondholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)relevant Put Date, when it shall present such Definitive Note or Individual Note Certificate Bond to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to NoteholdersBondholders) and pay such amounts in accordance with the directions of the Noteholder Bondholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put)such Put Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become Bond becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate Bond payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder Bondholder at such address as may have been given by such Noteholder Bondholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note Bond at its Specified Office for collection by the depositing Noteholder Bondholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note Bond is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive NoteBond, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note Bond for all purposes. Any Paying Agent which receives a (in accordance with the terms of the Permanent Global Bond) notice of the exercise of the Put Option Notice or an instruction contained in relation to such notice, by authenticated SWIFT message Condition 11 (Restructuring Event) in respect of Notes Bonds represented by a the Permanent Global Note or a Global Registered Note Bond shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Put Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to NoteholdersBondholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may beBond.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e10(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e10(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shalland, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders holders of Definitive Notes or Individual Note Certificates during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in and the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), ) such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form the Paying Agent shall be notified of the exercise of the put option contained in Condition 9(e) (Redemption at the option of Noteholders), within the period specified in the Conditions for the deposit of the relevant Note, in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note so notified shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent and, where applicable, the Local Paying Agent shall make available to Noteholders during the period specified in Condition 9(e8(e) (Redemption and Purchase – Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent or, where applicable, the Local Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e8(e) (Redemption and Purchase – Redemption at the option of Noteholders), such Paying Agent or Local Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating indicating, in the case of Bearer Notes, the certificate or serial numbers (if any) and and, in any case, principal amount of the Notes in respect of which the Put Option is exercised. Any In the case of Bearer Notes, any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 9 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, provided however that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 9 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as . In the case may beof Book-Entry Notes, the Local Paying Agent shall promptly notify Iberclear of the principal amount of Notes in respect of which Put Option Notices have been exercised it and, if necessary, will forward such Put Option Notices to Iberclear.

Exercise of Put Option. Each The Paying Agent shall make available to Noteholders Covered Bondholders during the period specified in Condition 9(e8(e) (Redemption at the option of NoteholdersCovered Bondholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a the Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes Covered Bonds or Individual Note Covered Bond Certificates, such Definitive Notes Covered Bonds and Individual Note Covered Bond Certificates in accordance with Condition 9(e8(e) (Redemption at the option of NoteholdersCovered Bondholders), such the Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes Covered Bonds in respect of which the Put Option is exercised. Any such The Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder Covered Bondholder and shall hold such Definitive Note Covered Bond or Individual Note Covered Bond Certificate on behalf of the depositing Noteholder Covered Bondholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note Covered Bond or Individual Note Covered Bond Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to NoteholdersCovered Bondholders) and pay such amounts in accordance with the directions of the Noteholder Covered Bondholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note Covered Bond or Notes Covered Bonds evidenced by such Individual Note Covered Bond Certificate become immediately due and payable or upon due presentation of such Definitive Note Covered Bond or Individual Note Covered Bond Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder Covered Bondholder at such address as may have been given by such Noteholder Covered Bondholder in the relevant Put Option Notice and shall, in the case of a Definitive NoteCovered Bond, hold such Note Covered Bond at its Specified Office for collection by the depositing Noteholder Covered Bondholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Covered Bond Certificate, mail such Note Covered Bond Certificate by uninsured post to, and at the risk of, the Noteholder Covered Bondholder at such address as may have been given by such Noteholder Covered Bondholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note Covered Bond is held by a the Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive NoteCovered Bond, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note Covered Bond for all purposes. Any Upon receipt by the Paying Agent which receives of a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes Covered Bonds represented by a Permanent Global Note Covered Bond or a Global Registered Note Covered Bond the Paying Agent shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to NoteholdersCovered Bondholders) and the terms of the Permanent Global Note Covered Bond or Global Registered NoteCovered Bond, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e10(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e10(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e4(h) (Redemption at the option of Noteholdersholders of Notes) of the Terms and Conditions of the English Law Notes and/or Condition 4(h) (Redemption at the option of holders of Notes) of the Terms and Conditions of the Italian Law Notes, for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e4(h) (Redemption at the option of Noteholders)holders of Notes) of the Terms and Conditions of the English Law Notes and/or Condition 4(h) (Redemption at the option of holders of Notes) of the Terms and Conditions of the Italian Law Notes, such Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent or, with respect to Dematerialised Instruments, the Italian Paying Agent) the Fiscal Agent or the Italian Paying Agent, as the case may be, thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option put option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 6.6 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put)Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 6.6 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of the Noteholders) for the deposit of Put Option Notices Notices, forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note Certificate shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered NoteNote Certificate, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders holders of Definitive Notes or Individual Note Certificates during the period specified in Condition 9(e9(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices or during the Change of Control Put Period specified in Condition 9(g) (Change of Control Put Option) (as applicable) forms of Put Option Notice or Change of Control Put Option Notice (as applicable) upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case or Change of a Control Put Option Notice relating to Definitive Notes or Individual Note Certificates, such (as applicable) and the Definitive Notes and Individual Note Certificates in accordance with Condition 9(e9(f) (Redemption at the option of Noteholders)) or, Condition 9(g) (Change of Control Put Option) (as applicable) such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option or Change of Control Put Option (as applicable), is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt or Change of Control Put Receipt (as applicable) to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticeNotice or Change of Control Put Option Notice (as applicable); provided, however, that if, prior to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice or Change of Control Put Option Notice (as applicable) and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt or Change of Control Put Receipt (as applicable) and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeNotice or Change of Control Put Option Notice (as applicable). For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form the Paying Agent shall be notified of the exercise of the put option contained in Condition 9(f) (Redemption at the option of Noteholders) or the change of control put option contained in Condition 9(g) (Change of Control Put Option) (as applicable), within the period specified in the Conditions for the deposit of the relevant Note or the Change of Control Put Period (as applicable), in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note so notified shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e8(e) (Redemption and Purchase – Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e8(e) (Redemption and Purchase – Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 9 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, provided however that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 9 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Base Condition 9(e8.8 (Noteholders Put Option) (Redemption at of the option of Noteholders) Base Conditions for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Base Condition 9(e8.8 (Noteholders Put Option) (Redemption at of the option of Noteholders)Base Conditions, such Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent or, with respect to Dematerialised Notes, the Italian Paying Agent) the Fiscal Agent or the Italian Paying Agent, as the case may be, thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option put option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put)Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e8(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e8(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent or the Registrar (in respect of Registered Notes) shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) or during the Change of Control Period specified in Condition 9(f) (Change of Control Put Option) for the deposit of Put Option Notices or Change of Control Put Event Notices (as applicable) forms of Put Option Notice or Chance of Control Put Event Notice (as applicable) upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice or Change of Control Put Event Notice (as applicable) and, in the case of a Put Option Notice or Change of Control Put Event Notice (as applicable) relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders) or Condition 9(f) (Change of Control Put Option) (as applicable), such Paying Agent shall notify the Relevant Issuer and (in the case of receipt by a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option or Change of Control Put Option (as applicable) is exercised. Any such Paying Agent with which a Definitive Note (and unmatured Coupons) or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note (and unmatured Coupons) or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or Optional Redemption Date (Change of Control Put) (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticeNotice or Change of Control Put Event Notice (as applicable); provided, however, that if, prior to the Optional Redemption Date (Put) or Optional Redemption Date (Change of Control Put) (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice or Chance of Control Put Event Notice (as applicable) and shall, in the case of a Definitive NoteNote (and unmatured Coupons), hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeNotice or Change of Control Put Event Notice (as applicable). For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message Change of Control Put Event Notice (as applicable) in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or Optional Redemption Date (Change of Control Put) (as applicable) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders The Put Option may be exercised during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms Period by the Unitron Representative Shareholders (as hereinafter defined) delivering to Sabratek written notice (the "Put Exercise Notice") of exercise at any time (the "Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent Exercise Date") on or before 5:00 p.m. (Central Time) on the last day of a duly completed the Put Option Period. The form of the Put Exercise Notice andshall be as set forth on Schedule 1.2. Such election of the Unitron Representative Shareholders shall be binding on all Unitron Shareholders, and each of the Unitron Shareholders hereby agrees to any such exercise of the Put Option. This provision constitutes a power of attorney granted to the Unitron Representative Shareholders, and this power or attorney shall be irrevocable and coupled with an interest from the date of execution of this Agreement by such Unitron Shareholder through the last day of the Put Option Period. All of the Unitron Shareholders will sell all of their Unitron Shares and Unitron Options to Sabratek in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which event the Put Option is exercisedexercised in accordance with this Section. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed The power of attorney granted to the Unitron Representative Shareholders herein includes all powers necessary to exercise the Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate effectuate a sale of Unitron Shares and Unitron Options on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date any Unitron Shareholder in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions terms of this Section. The Put Exercise Notice shall be irrevocable. Consummation of the Noteholder contained in purchase and sale of the Unitron Shares (also the "Closing") shall occur (subject to the following sentence and the terms and conditions of this Agreement) on the date specified by Sabratek; provided that the specified Closing Date shall be a date occurring at least 3 business days after the end of the Put Option Notice; providedPeriod but not more than 8 business days after the end of the Put Option Period. The "Closing Date" shall be such date as is specified by Sabratek, however, that if, prior or if later the third business day following the satisfaction or waiver of all conditions to the Optional Redemption Date obligations of the parties to this Agreement to consummate the transactions contemplated hereby (Put), such Definitive Note other than conditions with respect to actions the respective parties will take at the Closing itself) or Notes evidenced by such Individual Note Certificate become immediately due and payable if later the third business day following the completion of any arbitration conducted with respect to Section 7.1 or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof with respect to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender determination of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor amount of the relevant Definitive NoteDifferential Tax Liability or the Unitron Cash Asset Sale Tax Liability (as each is hereinafter defined) as contemplated by Section 3.3. Immediately following the Closing, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.the

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e10(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes Notes, or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e10(f) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, and in the case of an Individual Note Certificate, mail such Individual Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying and Conversion Agent shall make available to Noteholders during the period periods specified in Condition 9(e8(b) (Redemption and Purchase - Redemption at the option of Noteholders) or Condition 8(e) (Redemption and Purchase -- Redemption at the option of Noteholders Following a Change of Control) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying and Conversion Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual evidenced by an Note CertificatesCertificate, such Definitive Notes and Individual Note Certificates Certificate in accordance with Condition 9(e8(b) (Redemption and Purchase - Redemption at the option of Noteholders) or Condition 8(e) (Redemption and Purchase - Redemption at the option of Noteholders Following a Change of Control), such Paying and Conversion Agent shall notify the Relevant Issuer and (in the case of a Paying and Conversion Agent other than the Fiscal Principal Paying and Conversion Agent) the Fiscal Principal Paying and Conversion Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying and Conversion Agent with which a Definitive Note or Individual an Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)relevant Put Settlement Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to such Put Settlement Date, the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying and Conversion Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note Certificate is held by a Paying and Conversion Agent in accordance with the preceding sentence, the depositor of the relevant Definitive NoteNote Certificate, and not the relevant Paying and Conversion Agent, shall be deemed to be the bearer of such Definitive Note Certificate for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global the Note or a Global Registered Note Certificate shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Put Settlement Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may beCertificate.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e9(f) (Redemption at the option Option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e9(f) (Redemption at the option Option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or an Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, shall mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Noteas the case may be. At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, each Paying Agent shall promptly notify the Fiscal Agent and the Registrar of the principal amount of the Notes in respect of which such option has been exercised with it together with their certificate or, as the case may be, serial numbers and the Registrar shall promptly notify such details to the Issuer.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders holders of Definitive Notes or Individual Note Certificates during the period specified in Condition 9(e10(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices or during the Change of Control Put Period specified in Condition 10(g) (Change of Control Put Option) (as applicable) forms of Put Option Notice or Change of Control Put Option Notice (as applicable) upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case or Change of a Control Put Option Notice relating to Definitive Notes or Individual Note Certificates, such (as applicable) and the Definitive Notes and Individual Note Certificates in accordance with Condition 9(e10(f) (Redemption at the option of Noteholders)) or, Condition 10(g) (Change of Control Put Option) (as applicable) such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option or Change of Control Put Option (as applicable), is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt or Change of Control Put Receipt (as applicable) to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticeNotice or Change of Control Put Option Notice (as applicable); provided, however, that if, prior to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice or Change of Control Put Option Notice (as applicable) and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt or Change of Control Put Receipt (as applicable) and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeNotice or Change of Control Put Option Notice (as applicable). For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form the Paying Agent shall be notified of the exercise of the put option contained in Condition 10(f) (Redemption at the option of Noteholders) or the change of control put option contained in Condition 10(g) (Change of Control Put Option) (as applicable), within the period specified in the Conditions for the deposit of the relevant Note or the Change of Control Put Period (as applicable), in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note so notified shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e7(e) (Redemption at the option of Noteholders upon a Change of Control) or Condition 7(g) (Redemption at the Option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e7(e) (Redemption at the option of Noteholders upon a Change of Control) or Condition 7(g) (Redemption at the Option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Issuing and Paying Agent) the Fiscal Issuing and Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or an Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to NoteholdersDuties of Paying Agents) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to NoteholdersDuties of Paying Agents) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to the relevant Noteholders during the period specified in Condition 9(e10(f) (Redemption and Purchase - Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e10(f) (Redemption and Purchase - Redemption at the option of Noteholders), such Paying Agent or Registrar (as the case may be) shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such The Paying Agent or Registrar (as the case may be) with which a Definitive Note or Individual Note Certificate is so deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of any such Definitive Note or Individual Note Certificate on the relevant Optional Redemption Date (Put), payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note the relevant Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent or Registrar (as the case may be) in accordance with the preceding sentence, the depositor of the relevant Definitive such Note, and not such Paying Agent or the relevant Paying AgentRegistrar (as the case may be), shall be deemed to be the bearer Holder of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note Certificate shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Bearer Note or Global Registered NoteCertificate, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders holders of Definitive Notes or Individual Note Certificates during the period specified in Condition 9(e6(h) (Optional Early Redemption at the option of Noteholders(Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in and the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e6(h) (Optional Early Redemption at the option of Noteholders(Put), ) such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option Option, is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put)Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form the Paying Agent shall be notified of the exercise of the put option contained in Condition 6(h) (Optional Early Redemption (Put)), within the period specified in the Conditions for the deposit of the relevant Note), in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note so notified shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e8(g) (Redemption and Purchase – Redemption at the option of NoteholdersNoteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e8(g) (Redemption and Purchase – Redemption at the option of NoteholdersNoteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)), as applicable, such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e9(g) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e9(g) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Base Condition 9(e4(f) (Redemption at the option of Noteholdersholders of Notes) of the Base Conditions for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Base Condition 9(e4(f) (Redemption at the option of Noteholders)holders of Notes) of the Base Conditions, such Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent or, with respect to Dematerialised Instruments, the Italian Paying Agent) the Fiscal Agent or the Italian Paying Agent, as the case may be, thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option put option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put)Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent As set forth in Section 4.03 hereof, the Company shall make available provide monthly financial information to Noteholders during each Holder which shall include, commencing on January 1, 2002, a calculation of the period specified Put Sales Price. In the event that a Holder elects to exercise the Put Option, the Holder shall send a written notice (a "Put Exercise Notice") to the Company informing the Company that the Holder exercises the Put Option, which notice shall include (i) the number of Warrant Shares to which the exercise relates, and (ii) a statement of whether the Holder agrees with the Put Sales Price calculated by the Company. If the Holder agrees with the Company's calculation of the Put Sales Price, then the Company shall promptly pay the Put Sales Price to the Holder in Condition 9(e) (Redemption at the option of Noteholders) exchange for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt Warrants, duly endorsed for transfer, by a Paying Agent delivery of a duly completed executed Put Note. If the Holder disagrees with the Company's calculation of the Put Sales Price, then the Holder shall furnish a revised calculation of the Put Sales Price determined by the Holder (a "Disagreement Notice"). If the Company agrees with the revised calculation of the Put Sales Price submitted by the Holder, then the Company shall promptly pay the Put Sales Price to the Holder in exchange for the Warrants, duly endorsed for transfer, by delivery of a duly executed Put Note. If the Company disagrees with the revised Put Sales Price set forth in the Disagreement Notice, it may request that the Company's independent public auditors review such calculation and promptly provide to the Company and the Holders an agreed upon procedures letter as to the calculation of the Put Sales Price under the terms of this Agreement, indicating any comparisons of information to the books and records of the Company and any mathematical calculations made and including the auditors' determination of whether the Put Sales Price computed by the Holders or the Company is correct. If the auditors disagree with the Holder's calculation of the Put Sales Price, then the Holder shall have the option to (i) withdraw its exercise of the Put Option, or (ii) exercise the Put Option Notice andat the Put Sales Price proposed by the Company, and shall deliver written notice (a "Final Put Notice") to the Company of such determination within ten (10) days following the delivery of the auditor's letter to the Holder. In such event, if the Holder elects to exercise the Put Option at the Put Sales Price proposed by the Company, the Company shall promptly pay such Put Sales Price to the Holder in exchange for the case Warrants, duly endorsed for transfer, by delivery of a duly executed Put Note following its receipt of such Final Put Notice. If the auditors agree with the Holder's calculation of such amount, then the Company shall promptly pay such Put Sales Price to the Holder in exchange for the Warrants, duly endorsed for transfer, by delivery of a duly executed Put Note. If a Holder at any time withdraws its exercise of its Put Option Notice relating pursuant to Definitive Notes or Individual Note Certificatesthis Section 2.03, such Definitive Notes and Individual Note Certificates Holder shall be entitled to exercise its Put Option at a later date subject to the provisions of this Section 2. Nothing contained herein shall obligate the Holder to exercise the Put Option, it being intended that the Holder shall have the sole discretion in accordance with Condition 9(e) (Redemption determining whether the Put Option shall be exercised. The Company shall at all times permit the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case cashless exercise of a Paying Agent other than Warrant by a Holder that has delivered a Put Exercise Notice to the Fiscal Agent) Company with respect to its underlying Warrant Shares, with it being understood that in such event, the Fiscal Agent thereof indicating Company shall only be obligated to pay to such Holder the certificate or serial numbers (if any) and principal amount of the Notes in respect of by which the Put Option is exercised. Any Sales Price exceeds the aggregate Exercise Price for such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may beWarrant Shares.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders Noteholders, during the period specified in Condition 9(e) 9.3 (Redemption at the option for Change of NoteholdersControl) for the deposit of Change of Control Put Option Notices Exercise Notices, forms of Change of Control Put Option Notice Exercise Notices upon request during usual normal business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Exercise Notice and, in the case of a Change of Control Put Option Exercise Notice relating to Definitive Notes or evidenced by an Individual Note CertificatesCertificate, such Definitive Notes and Individual Note Certificates Certificate in accordance with Condition 9(e) 9.3 (Redemption at the option for Change of Noteholders), Control) such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Agent) the Fiscal Principal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Change of Control Put Option Right is exercisedexercised and the serial number of the Note Certificate evidencing such Notes. Any such Paying Agent with which a Definitive Note or an Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)relevant Change of Control Put Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Exercise Notice; provided, however, that if, prior to such Change of Control Put Date, the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof shall, without prejudice to the depositing Noteholder at such address as may have been given by such Noteholder in exercise of the relevant Change of Control Put Option Notice and shallRight, in the case of a Definitive Note, hold return such Note at its Specified Office for collection Certificate to the Noteholder by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail mailing such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Exercise Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Exercise Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent the Global Note or a Global Registered Note Certificate shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Put Settlement Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may beCertificate.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) 5.6 (Optional Early Redemption at the option of Noteholders(Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) 5.6 (Optional Early Redemption at the option of Noteholders(Put)), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Issue and Paying Agent) the Fiscal Issue and Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Early Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Early Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Early Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during 3.1 The Master Trust, on behalf of the period specified in Condition 9(e) (Redemption at Sub-Trust, agrees that it shall, upon exercise of the option of Noteholders) as provided in Section 3.2, purchase the Preferred Stock from Ambac Assurance for a purchase price equal to the deposit of Put Option Notices forms of Price, which Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Price shall be payable on the Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates Payment Date in accordance with Condition 9(eSection 4. 3.2 (a) (Redemption at Ambac Assurance may exercise the option at any time upon three (3) Business Days’ notice after the date hereof and prior to the termination of Noteholdersthis Agreement by serving a Put Notice on the Master Trust, on behalf of the Sub-Trust, specifying a payment date (the “Put Option Payment Date”), such Paying Agent which shall notify be the Relevant Issuer next Distribution Payment Date on or after the third Business Day after service of the Put Notice on the Master Trust, on behalf of the Sub-Trust. Any notice of exercise provided pursuant to this Section 3.2(a) shall be irrevocable. (a) On the Put Option Payment Date, Ambac Assurance shall convey to the Master Trust, on behalf of the Sub-Trust, or its designee Preferred Stock with an aggregate liquidation preference equal to the aggregate face amount of the ABC Securities outstanding on the Put Option Payment Date. In addition, the number of shares of Preferred Stock delivered shall equal the number of ABC Securities outstanding on the Put Option Payment Date. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (in or all notices, instructions or other communications) as are necessary to convey title to the case Preferred Stock to the Master Trust, on behalf of a Paying Agent the Sub-Trust (or its nominee). (b) For avoidance of doubt, (1) any cash received by the Master Trust, on behalf of the Sub-Trust, as interest or other than payments earned on the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect Trust Property (net of which fees and expenses and excluding any repayment of principal) and not distributed to Holders as of the Put Option Payment Date shall be distributed to Holders and shall not be used to purchase shares of Preferred Stock; and (2) the amount of Preferred Stock purchased from Ambac Assurance shall be reduced by the amount, if any, by which the aggregate face amount of ABC Securities is exercised. Any such Paying Agent with which reduced pursuant to principal or interest losses on Trust Property as a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt result of Defaults as required by the operation of Section 6.1(j) of the Declaration and Section 6(b) of the General Terms of the ABC Securities attached to the depositing Noteholder and shall hold such Definitive Note Declaration as Appendix A on or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in before the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may bePayment Date.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders Noteholders, during the period specified in Condition 9(e9(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices Notices, forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e9(f) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent) the Fiscal Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e5(d) (Redemption at the option of Noteholders) for the deposit of Put Option Event Notices forms of Put Option Event Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Event Notice and, in the case of a Put Option Event Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e5(d) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the such Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Event Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)relevant Put Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Event Notice; provided, however, that if, prior to the Optional Redemption Date (Put)Put Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Event Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeEvent Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Event Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a the Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Put Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders Noteholders, during the period specified in Condition 9(e9(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices Notices, forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates Notes in accordance with Condition 9(e9(f) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent) the Fiscal Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e6(d) (Redemption and Purchase – Redemption at the option of Noteholdersthe Noteholders (Investor Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificatesdefinitive Notes, such Definitive definitive Notes and Individual Note Certificates in accordance with Condition 9(e6(d) (Redemption and Purchase – Redemption at the option of Noteholdersthe Noteholders (Investor Put)), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders holders of Definitive Notes or Individual Note Certificates during the period specified in Condition 9(e10(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices or during the Change of Control Put Period specified in Condition 10(g) (Change of Control Put Option) (as applicable) forms of Put Option Notice or Change of Control Put Option Notice (as applicable) upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case or Change of a Control Put Option Notice relating to Definitive Notes or Individual Note Certificates, such (as applicable) and the Definitive Notes and Individual Note Certificates in accordance with Condition 9(e10(f) (Redemption at the option of Noteholders), ) or Condition 10(g) (Change of Control Put Option) (as applicable) such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option or Change of Control Put Option (as applicable), is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt or Change of Control Put Receipt (as applicable) to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticeNotice or Change of Control Put Option Notice (as applicable); provided, however, that if, prior to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice or Change of Control Put Option Notice (as applicable) and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt or Change of Control Put Receipt (as applicable) and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeNotice or Change of Control Put Option Notice (as applicable). For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form the Paying Agent shall be notified of the exercise of the put option contained in Condition 10(f) (Redemption at the option of Noteholders) or the change of control put option contained in Condition 10(g) (Change of Control Put Option) (as applicable), within the period specified in the Conditions for the deposit of the relevant Note or the Change of Control Put Period (as applicable), in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note so notified shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e(a) (Redemption at the option of Noteholders) for the deposit of The Put Option Notices forms shall be exercisable if and only if Asymetrix fails to close the initial public offering of Common Stock of Asymetrix at an aggregate offering price to the public of not less than $10,000,000 pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, on or prior to June 30, 1998. (b) The Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt shall be exercisable by a Paying Agent an Optionee only by delivery to Asymetrix of a duly completed and fully executed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and Subscription Form (in the case form attached hereto as Exhibit B --------- (c) The closing of a Paying Agent the repurchase shall take place at the offices of Asymetrix (or such other location as the parties shall mutually agree) on such date as the parties shall mutually agree that is no later than the Fiscal Agent) 30/th/ days after the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which date notice is given pursuant to the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticeSubscription Form; provided, however, that ifif the parties cannot agree regarding the date of closing, prior the closing shall occur on such 30th day (or if such 30/th/ day is a Saturday , Sunday or legal holiday the closing shall take place on the next day that is not a Saturday , Sunday or legal holiday). At the closing, the exercising Optionee shall deliver to Asymetrix and a certificate representing the Option Shares for cancellation, duly endorsed in blank by such Optionee, or having attached thereto an assignment separate from certificate (in the form attached hereto as Exhibit C) duly executed by such Optionee, and upon receipt --------- thereof Asymetrix shall effect payment to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Optionee. The Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be have been exercised immediately prior to the bearer close of such Definitive Note for all purposes. Any Paying Agent which receives a business on the date of surrender of the Put Option Notice or Subscription Form for exercise as provided in Section1.2(b). To the extent that the certificates surrendered by an instruction in relation Optionee represent a greater number of shares than the Option Shares with respect to which the Put Option was exercised, Asymetrix shall issue to such notice, by authenticated SWIFT message in respect of Notes Optionee a certificate representing the shares represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued original certificate that were not Option Shares with respect to which the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may bePut Option was exercised.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders holders of Definitive Notes or Individual Note Certificates during the period specified in Condition 9(e) 9.5 (Redemption at the option of Noteholders) for the deposit of Put Option Notices or the Change of Control Put Period specified in Condition 9.6 (Change of Control Put Option) (as applicable) forms of Put Option Notice or Change of Control Put Option Notice (as applicable) upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case or Change of a Control Put Option Notice relating to Definitive Notes or Individual Note Certificates, such (as applicable) and the Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) 9.5 (Redemption at the option of Noteholders) or Condition 9.6 (Change of Control Put Option) (as applicable), such Paying Agent shall notify the Relevant relevant Issuer and (in the case of a Paying Agent other than the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option Notice or Change of Control Put Option (as applicable) is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt or Change of Control Put Receipt (as applicable) to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put) or the Optional Redemption Date (as applicable), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticeNotice or the Change of Control Put Option Notice (as applicable); provided, however, that if, prior to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice or Change of Control Put Option Notice (as applicable) and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt or Change of Control Put Receipt (as applicable) and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt or Change of Control Put Receipt (as applicable). For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. While Notes are held in global form the Paying Agent shall be notified of the exercise of the put option contained in Condition 9.5 (Redemption at the option of Noteholders) or the change of control put option contained in Condition 9.6 (Change of Control Put Option) (as applicable), within the Change of Control Put Period, in accordance with the applicable rules and regulations of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as the case may be. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note so notified shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) or Optional Redemption Date (as applicable) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e9(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e9(f) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e5(d) (Redemption or Purchase at the option of Noteholdersthe Noteholders on a Change of Control Put Event (Change of Control Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note CertificatesNotes, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e5(d) (Redemption or Purchase at the option of Noteholdersthe Noteholders on a Change of Control Put Event (Change of Control Put)), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put)relevant Put Date, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put)Put Date, such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a the Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption or purchase moneys and interest accrued to the Optional Redemption Put Date (Put) in accordance with the Conditions, Clause 8 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Exercise of Put Option. Each Paying Agent shall make available (a) Subject to Noteholders during the period specified in Condition 9(e) (Redemption at terms and conditions set forth herein, Bridging may exercise the option of Noteholders) for the deposit of Put Option Notices forms of Put on the Option Notice upon request during usual business hours at its Specified Office. Upon receipt Exercise Date by a Paying Agent the presentation to HHR in accordance with Section 2.1 hereof of a duly completed executed exercise form at any time up to the Close of Business on the 10th Business Day after the Option Exercise date, which shall be substantially in the form attached hereto as Schedule A or such other form as is mutually acceptable to HHR and Bridging, acting reasonably (the “Exercise Form”); and (b) Upon due exercise of the Put Option Notice and, in and assuming the case conditions to closing of a the Put Option Notice relating set out in section 2.3(c), on the Closing Date: (i) Bridging shall deliver to Definitive HHR, or as HHR shall direct, certificate(s) representing the Bridging Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(esection 2.3(c)(i); and (ii) HHR shall pay or cause to be paid the Exercise Price to Bridging, or as Bridging shall direct. For greater certainty, irrespective of delivery by Bridging to HHR of (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and a) an Exercise form and/or delivery (in the case of a Paying Agent other than the Fiscal Agentb) the Fiscal Agent thereof indicating the certificate or serial numbers certificates (if any) and principal amount representing the Bridging Notes and/or (c) any other documentation evidencing the transfer of the Bridging Notes to HHR or a representative of HHR or evidencing termination of the Bridging Notes, the rights of Bridging in respect of the Bridging Notes shall not be considered to be assigned, transferred, terminated, satisfied or changed in any way, and Bridging shall continue to be considered a holder of the Bridging Notes until such time that Bridging receives indefeasible payment in full, in cash, of the Exercise Price. (c) The obligation of HHR to purchase and pay for the Bridging Notes at the Closing Date is subject to: (i) the delivery by Bridging of certificate(s) representing the Bridging Notes, which certificate(s) shall be duly endorsed in blank or, in lieu thereof, shall have affixed thereto stock powers executed in blank, and in proper form for transfer; (ii) Bridging not being a “non-resident” of Canada for purposes of the Put Option ITA or, if Bridging is exercised. Any a non-resident of Canada for the purposes of the ITA, then HHR shall make withholdings and remittances in respect of such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt purchase pursuant to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf provisions of Section 116 of the depositing Noteholder Income Tax Act (but Canada); and (iii) the representations and warranties of Bridging set out in Section 4.2 being true and correct. (d) Payment for the Bridging Notes by HHR shall notbe made in immediately available funds, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued subject to such date deductions as may be required in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may beapplicable laws.

Exercise of Put Option. Each Paying Agent shall make available to Noteholders during 3.1 The Master Trust, on behalf of the period specified in Condition 9(e) (Redemption at Sub-Trust, agrees that it shall, upon exercise of the option of Noteholders) as provided in Section 3.2, purchase the Preferred Stock from Ambac Assurance for a purchase price equal to the deposit of Put Option Notices forms of Price, which Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Price shall be payable on the Put Option Notice and, Payment Date in accozdance with Section 4. (a) Ambac Assurance may exercise the case option at any time upon three (3) Business Days' notice after the date hereof and prior to the termination of this Agreement by serving a Put Notice on the Master Trust, on behalf of the Sub-Trust, specifying a payment date (the "Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of NoteholdersPayment Date"), such Paying Agent which shall notify be the Relevant Issuer next Distribution Payment Date on or after the third Business Day after service of the Put Notice on the Master Trust, on behalf of the Sub-Trust. Any notice of exercise provided pursuant to this Section 3.2(a) shall be irrevocable. (b) On the Put Option Payment Date, Ambac Assurance shall convey to the Master Trust, on behalf of the Sub-Trust, or its designee Preferred Stock with an aggregate liquidation preference equal to the aggregate face amount of the ABC Securities outstanding on the Put Option Payment Date. In addition, the number of shares of Preferred Stock delivered shall equal the number of ABC Securities outstanding on the Put Option Payment Date. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (in or all notices, instructions or other communications) as are necessary to convey title to the case Preferred Stock to the Master Trust, on behalf of a Paying Agent the Sub-Trust (or its nominee). (c) For avoidance of doubt, (1) any cash received by the Master Trust, on behalf of the Sub-Trust, as interest or other than payments earned on the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect Trust Property (net of which fees and expenses and excluding any repayment of principal) and not distributed to Holders as of the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited Payment Date shall deliver a duly completed Put Option Receipt be distributed to the depositing Noteholder Holders and shall hold such Definitive Note or Individual Note Certificate on behalf not be used to purchase shares of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option NoticePreferred Stock; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.