Common use of Holder Put Right Clause in Contracts

Holder Put Right. (a) If the Convertible Closing (as defined in the Securities Purchase Agreement) has not occurred, and is not reasonably expected to occur, on or before August 31, 2002, then at the election of a majority in aggregate principal amount of the Notes then outstanding, all of the Notes shall be redeemed in whole, but not in part, by the Issuer on August 31, 2002 (the "REDEMPTION DATE"), upon not less than 5 days' prior written notice to the Issuer, at a redemption price equal to 100% of the Principal Amount (the "REDEMPTION PRICE"), plus any accrued and unpaid interest through but not including the Redemption Date. (b) With respect to any redemption of this Note pursuant to this Section 3.1, at least 5 days before the Redemption Date, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall deliver a notice requesting redemption to the Issuer. The notice shall state: (i) the names and addresses of the Holders along with wire transfer instructions setting forth the Bank Account for each Holder into which payment is to be made; (ii) that the Holder of a Note will surrender such Note to the Issuer as promptly as practicable after the Redemption Price plus any accrued and unpaid interest through but not including the Redemption Date on such Note has been deposited in the Bank Account of such Holder; and (iii) that, unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest through but not including the Redemption Date. (c) Once the notice requesting redemption has been sent, this Note becomes due and payable on the Redemption Date and at the Redemption Price and the Holder of this Note shall be deemed to have requested prepayment of this Note without penalty or fee. (d) At or prior to 12:00 noon on the Redemption Date, the Issuer shall deposit in the Bank Account of the Holder of this Note the Redemption Price of this Note plus accrued interest through but not including the Redemption Date. (e) If notice requesting redemption has been given in the manner provided above, this Note shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment of this Note at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the Overdue Rate) this Note shall cease to accrue interest.

Holder Put Right. At any time on or after the earlier of (ai) If the Convertible Closing second anniversary of the Issuance Date and (ii) the occurrence or continuance of a Triggering Event, the Holder shall have the right (“Put Right”) exercisable by delivering a written notice to the Company (a “Put Notice”) to cause the Company to redeem, in cash, all or any part of the remaining Principal Amount and all accrued but unpaid interest thereon (the “Put Amount”), with such amount to be paid to the Holder by wire transfer of immediately available funds within three (3) Business Days after the date of the Put Notice. Notwithstanding the foregoing, solely in connection with the Holder’s exercise of its Put Right pursuant to clause (i) of the first sentence of this Section 4, if on the date of the Put Notice the Holder has not exercised the Series B Warrant for cash or by Surrender of Notes for an aggregate number of Common Shares having an aggregate exercise price of at least $175,000, and provided that the Exercise Conditions were satisfied at all times during the period commencing on the Issuance Date and ending on the date of the Put Notice, then the Holder may exercise its Put Right but only with respect to a portion of the outstanding Principal Amount that excludes an amount equal to the difference between (x) $175,000 and (y) the aggregate exercise price for the Common Shares received upon exercise of the Series B Warrant for cash or by Surrender of Notes during such period. For example, if the Holder delivers a Put Notice to the Company on March 1, 2015, for the entire outstanding Principal Amount of this Note, then, assuming that (A) the outstanding Principal Amount of this Note is $987,500, (B) the aggregate exercise price for the Common Shares received upon exercise by the Holder of the Series B Warrant by Surrender of Notes from the Issuance Date through the Date of the Put Notice is $62,500, (C) the Exercise Conditions were continuously satisfied during the period from the Issuance Date through and including March 1, 2015 and (D) the balance of the Holder’s pro rata interest in the Escrow Account (as defined in the Securities Purchase Escrow Agreement) has not occurredis $781,250, the Holder may only exercise its Put Right with respect to $875,000 ($875,000 = $987,500 – ($175,000 - $625,000)). For purposes of this example, the Holder will receive a disbursement of $781,250 in cash from the Escrow Account and is not reasonably expected to occur, on or before August 31, 2002, then at the election of a majority in aggregate principal amount of the Notes then outstanding, all of the Notes shall be redeemed in whole, but not in part, by the Issuer on August 31, 2002 (the "REDEMPTION DATE"), upon not less than 5 days' prior written notice Company will pay to the Issuer, at a redemption price Holder an amount in cash equal to 100% of the Principal Amount (the "REDEMPTION PRICE"), plus any accrued and unpaid interest through but not including the Redemption Date$93,750. (b) With respect to any redemption of this Note pursuant to this Section 3.1, at least 5 days before the Redemption Date, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall deliver a notice requesting redemption to the Issuer. The notice shall state: (i) the names and addresses of the Holders along with wire transfer instructions setting forth the Bank Account for each Holder into which payment is to be made; (ii) that the Holder of a Note will surrender such Note to the Issuer as promptly as practicable after the Redemption Price plus any accrued and unpaid interest through but not including the Redemption Date on such Note has been deposited in the Bank Account of such Holder; and (iii) that, unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest through but not including the Redemption Date. (c) Once the notice requesting redemption has been sent, this Note becomes due and payable on the Redemption Date and at the Redemption Price and the Holder of this Note shall be deemed to have requested prepayment of this Note without penalty or fee. (d) At or prior to 12:00 noon on the Redemption Date, the Issuer shall deposit in the Bank Account of the Holder of this Note the Redemption Price of this Note plus accrued interest through but not including the Redemption Date. (e) If notice requesting redemption has been given in the manner provided above, this Note shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment of this Note at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the Overdue Rate) this Note shall cease to accrue interest.

Holder Put Right. At any time on or after the earlier of (ai) If the Convertible Closing second anniversary of the Issuance Date and (ii) the occurrence or continuance of a Triggering Event, the Holder shall have the right (“Put Right”) exercisable by delivering a written notice to the Company (a “Put Notice”) to cause the Company to redeem, in cash, all or any part of the remaining Principal Amount and all accrued but unpaid interest thereon (the “Put Amount”), with such amount to be paid to the Holder by wire transfer of immediately available funds within three (3) Business Days after the date of the Put Notice. Notwithstanding the foregoing, solely in connection with the Holder’s exercise of its Put Right pursuant to clause (i) of the first sentence of this Section 4, if on the date of the Put Notice the Holder has not exercised the Series B Warrant for cash or by Surrender of Notes for an aggregate number of Common Shares having an aggregate exercise price of at least $350,000, and provided that the Exercise Conditions were satisfied at all times during the period commencing on the Issuance Date and ending on the date of the Put Notice, then the Holder may exercise its Put Right but only with respect to a portion of the outstanding Principal Amount that excludes an amount equal to the difference between (x) $350,000 and (y) the aggregate exercise price for the Common Shares received upon exercise of the Series B Warrant for cash or by Surrender of Notes during such period. For example, if the Holder delivers a Put Notice to the Company on March 1, 2015, for the entire outstanding Principal Amount of this Note, then, assuming that (A) the outstanding Principal Amount of this Note is $1,975,000, (B) the aggregate exercise price for the Common Shares received upon exercise by the Holder of the Series B Warrant by Surrender of Notes from the Issuance Date through the Date of the Put Notice is $125,000, (C) the Exercise Conditions were continuously satisfied during the period from the Issuance Date through and including March 1, 2015 and (D) the balance of the Holder’s pro rata interest in the Escrow Account (as defined in the Securities Purchase Escrow Agreement) has not occurredis $1,562,500, the Holder may only exercise its Put Right with respect to $1,750,000 ($1,750,000 = $1,975,000 – ($350,000 - $125,000)). For purposes of this example, the Holder will receive a disbursement of $1,562,500 in cash from the Escrow Account and is not reasonably expected to occur, on or before August 31, 2002, then at the election of a majority in aggregate principal amount of the Notes then outstanding, all of the Notes shall be redeemed in whole, but not in part, by the Issuer on August 31, 2002 (the "REDEMPTION DATE"), upon not less than 5 days' prior written notice Company will pay to the Issuer, at a redemption price Holder an amount in cash equal to 100% of the Principal Amount (the "REDEMPTION PRICE"), plus any accrued and unpaid interest through but not including the Redemption Date$187,500. (b) With respect to any redemption of this Note pursuant to this Section 3.1, at least 5 days before the Redemption Date, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall deliver a notice requesting redemption to the Issuer. The notice shall state: (i) the names and addresses of the Holders along with wire transfer instructions setting forth the Bank Account for each Holder into which payment is to be made; (ii) that the Holder of a Note will surrender such Note to the Issuer as promptly as practicable after the Redemption Price plus any accrued and unpaid interest through but not including the Redemption Date on such Note has been deposited in the Bank Account of such Holder; and (iii) that, unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest through but not including the Redemption Date. (c) Once the notice requesting redemption has been sent, this Note becomes due and payable on the Redemption Date and at the Redemption Price and the Holder of this Note shall be deemed to have requested prepayment of this Note without penalty or fee. (d) At or prior to 12:00 noon on the Redemption Date, the Issuer shall deposit in the Bank Account of the Holder of this Note the Redemption Price of this Note plus accrued interest through but not including the Redemption Date. (e) If notice requesting redemption has been given in the manner provided above, this Note shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment of this Note at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the Overdue Rate) this Note shall cease to accrue interest.

Holder Put Right. (a) If the Convertible Closing (as defined in the Securities Purchase Agreement) has not occurred, and is not reasonably expected to occur, on or before August 31, 2002, then at the election of a majority in aggregate principal amount of the Notes then outstanding, all of the Notes shall be redeemed in whole, but not in part, by the Issuer on August 31, 2002 (the "REDEMPTION DATERedemption Date"), upon not less than 5 days' prior written notice to the Issuer, at a redemption price equal to 100% of the Principal Amount (the "REDEMPTION PRICERedemption Price"), plus any accrued and unpaid interest through but not including the Redemption Date. (b) With respect to any redemption of this Note pursuant to this Section 3.1, at least 5 days before the Redemption Date, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall deliver a notice requesting redemption to the Issuer. The notice shall state: (i) the names and addresses of the Holders along with wire transfer instructions setting forth the Bank Account for each Holder into which payment is to be made; (ii) that the Holder of a Note will surrender such Note to the Issuer as promptly as practicable after the Redemption Price plus any accrued and unpaid interest through but not including the Redemption Date on such Note has been deposited in the Bank Account of such Holder; and (iii) that, unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest through but not including the Redemption Date. (c) Once the notice requesting redemption has been sent, this Note becomes due and payable on the Redemption Date and at the Redemption Price and the Holder of this Note shall be deemed to have requested prepayment of this Note without penalty or fee. (d) At or prior to 12:00 noon on the Redemption Date, the Issuer shall deposit in the Bank Account of the Holder of this Note the Redemption Price of this Note plus accrued interest through but not including the Redemption Date. (e) If notice requesting redemption has been given in the manner provided above, this Note shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment of this Note at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the Overdue Rate) this Note shall cease to accrue interest.

Holder Put Right. At any time on or after the earlier of (ai) If the Convertible Closing second anniversary of the Issuance Date and (ii) the occurrence or continuance of a Triggering Event, the Holder shall have the right (“Put Right”) exercisable by delivering a written notice to the Company (a “Put Notice”) to cause the Company to redeem, in cash, all or any part of the remaining Principal Amount and all accrued but unpaid interest thereon (the “Put Amount”), with such amount to be paid to the Holder by wire transfer of immediately available funds within three (3) Business Days after the date of the Put Notice. Notwithstanding the foregoing, solely in connection with the Holder’s exercise of its Put Right pursuant to clause (i) of the first sentence of this Section 4, if on the date of the Put Notice the Holder has not exercised the Series B Warrant for cash or by Surrender of Notes for an aggregate number of Common Shares having an aggregate exercise price of at least $700,000, and provided that the Exercise Conditions were satisfied at all times during the period commencing on the Issuance Date and ending on the date of the Put Notice, then the Holder may exercise its Put Right but only with respect to a portion of the outstanding Principal Amount that excludes an amount equal to the difference between (x) $700,000 and (y) the aggregate exercise price for the Common Shares received upon exercise of the Series B Warrant for cash or by Surrender of Notes during such period. For example, if the Holder delivers a Put Notice to the Company on March 1, 2015, for the entire outstanding Principal Amount of this Note, then, assuming that (A) the outstanding Principal Amount of this Note is $3,950,000, (B) the aggregate exercise price for the Common Shares received upon exercise by the Holder of the Series B Warrant by Surrender of Notes from the Issuance Date through the Date of the Put Notice is $250,000, (C) the Exercise Conditions were continuously satisfied during the period from the Issuance Date through and including March 1, 2015 and (D) the balance of the Holder’s pro rata interest in the Escrow Account (as defined in the Securities Purchase Escrow Agreement) has not occurredis $3,125,000, the Holder may only exercise its Put Right with respect to $3,500,000 ($3,500,000 = $3,950,000 – ($700,000 - $250,000)). For purposes of this example, the Holder will receive a disbursement of $3,125,000 in cash from the Escrow Account and is not reasonably expected to occur, on or before August 31, 2002, then at the election of a majority in aggregate principal amount of the Notes then outstanding, all of the Notes shall be redeemed in whole, but not in part, by the Issuer on August 31, 2002 (the "REDEMPTION DATE"), upon not less than 5 days' prior written notice Company will pay to the Issuer, at a redemption price Holder an amount in cash equal to 100% of the Principal Amount (the "REDEMPTION PRICE"), plus any accrued and unpaid interest through but not including the Redemption Date$375,000. (b) With respect to any redemption of this Note pursuant to this Section 3.1, at least 5 days before the Redemption Date, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall deliver a notice requesting redemption to the Issuer. The notice shall state: (i) the names and addresses of the Holders along with wire transfer instructions setting forth the Bank Account for each Holder into which payment is to be made; (ii) that the Holder of a Note will surrender such Note to the Issuer as promptly as practicable after the Redemption Price plus any accrued and unpaid interest through but not including the Redemption Date on such Note has been deposited in the Bank Account of such Holder; and (iii) that, unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest through but not including the Redemption Date. (c) Once the notice requesting redemption has been sent, this Note becomes due and payable on the Redemption Date and at the Redemption Price and the Holder of this Note shall be deemed to have requested prepayment of this Note without penalty or fee. (d) At or prior to 12:00 noon on the Redemption Date, the Issuer shall deposit in the Bank Account of the Holder of this Note the Redemption Price of this Note plus accrued interest through but not including the Redemption Date. (e) If notice requesting redemption has been given in the manner provided above, this Note shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment of this Note at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the Overdue Rate) this Note shall cease to accrue interest.

Holder Put Right. Upon the occurrence of a Liquidity Event, the Holder shall have the right (athe "Put Right") If exercisable concurrently therewith, and at any time during the Convertible Closing 120-day period following such Liquidity Event, to cause the Company, subject to the terms and conditions hereof, to purchase from the Holder all, or any portion, of this Warrant and the Issued Warrant Shares, if any, at a purchase price per Issuable Warrant Share or Issued Warrant Share, as the case may be, equal to (i) if the Liquidation Amount is greater than $5.00, the greater of (A) $5.00 and (B) the Liquidation Amount less $9.93; and (ii) if the Liquidation Amount is equal to or less than $5.00, the Liquidation Amount. Such right shall be exercisable by the Holder upon the closing of the Liquidity Event or thereafter by delivery of written notice (the "PUT NOTICE") to the Company, specifying the date on which such repurchase shall occur. Upon the date designated for such repurchase pursuant to the Put Notice, the Holder shall deliver to the Company, as defined applicable, this Warrant and one or more certificates representing Issued Warrant Shares, if any, being repurchased duly endorsed for transfer to the Company against (i) payment therefor by (at the option of the Holder) (x) wire transfer to an account in a bank located in the Securities Purchase United States designated by the Holder for such purposes or (y) delivery of a certified or official bank check drawn on a member of the New York Federal Reserve Clearing House, and (ii) if the Holder has elected to have only a portion of this Warrant repurchased, delivery of a new warrant duly executed by the Company, on the same terms and conditions as this Warrant, except that such warrant shall be exercisable for the remaining number of Issuable Warrant Shares. If, for any reason, the Company is prohibited or otherwise unable to pay to the Holder any portion of the aggregate purchase price for any portion of this Warrant or the Issued Warrant Shares in connection with the exercise by the Holder of its rights under Section 10(a), then, in addition to and not in limitation of any other rights or remedies that may be available to the Holder, such unpaid portion of the purchase price shall bear interest, payable on demand in immediately available funds, for each day from the date such portion of the aggregate purchase price was due to the date of actual payment, at a rate equal to the Interest Rate under the Notes, as amended from time to time, compounding quarterly until paid in full. The right to receive payment from the Company upon exercise of the Put Right set forth in this Section 10 is subject to and subordinated by the terms of an Intercreditor and Subordination Agreement (the "Senior Subordination Agreement") has not occurreddated as of August 7, 2002 by and among The CIT Group/Business Credit, Inc., Ableco Finance LLC (for itself and as agent), the Company, certain of the Company's subsidiaries, and the Purchasers, and is not reasonably expected also subject to occur, on or before August 31, 2002, then at the election terms of a majority Subordinated Indebtedness Intercreditor Agreement, dated August 29, 2000, among the Company and the Purchasers (the "SubDebt Intercreditor Agreement"), each of which is incorporated herein by reference. In the event the Company is unable to make a payment to the Holder by reason of the subordination provided in aggregate such agreements, the Company shall issue to the Holder a note dated the date such payment was otherwise required to be made, in form and substance identical to the Notes, in the principal amount of the Notes then outstanding, all payment required to be made on account of the Notes Put Right, which Note shall thereafter be redeemed in whole, but not in part, by deemed a Note for all purposes under the Issuer on August 31, 2002 (the "REDEMPTION DATE"), upon not less than 5 days' prior written notice to the Issuer, at a redemption price equal to 100% of the Principal Amount (the "REDEMPTION PRICE"), plus any accrued and unpaid interest through but not including the Redemption Date. (b) With respect to any redemption of this Note pursuant to this Section 3.1, at least 5 days before the Redemption DatePurchase Agreement, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall deliver a notice requesting redemption to the Issuer. The notice shall state: (i) the names and addresses of the Holders along with wire transfer instructions setting forth the Bank Account for each Holder into which payment is to be made; (ii) that the Holder of a Note will surrender such Note to the Issuer as promptly as practicable after the Redemption Price plus any accrued and unpaid interest through but not including the Redemption Date on such Note has been deposited in the Bank Account of such Holder; and (iii) that, unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date Senior Subordination Agreement and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest through but not including the Redemption DateSubDebt Intercreditor Agreement. (c) Once the notice requesting redemption has been sent, this Note becomes due and payable on the Redemption Date and at the Redemption Price and the Holder of this Note shall be deemed to have requested prepayment of this Note without penalty or fee. (d) At or prior to 12:00 noon on the Redemption Date, the Issuer shall deposit in the Bank Account of the Holder of this Note the Redemption Price of this Note plus accrued interest through but not including the Redemption Date. (e) If notice requesting redemption has been given in the manner provided above, this Note shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment of this Note at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the Overdue Rate) this Note shall cease to accrue interest.

Holder Put Right. The rights and obligations set forth in this Section 14 shall only apply at all times, if any, when the Company shall not be subject to the reporting requirements of the Exchange Act. (a) If At any time on or after the Convertible Closing earlier to occur of (i) a Trigger Event (as defined in below), or (ii) the Securities Purchase Agreementsecond (2d) has not occurred, and is not reasonably expected to occur, on or before August 31, 2002, then at the election of a majority in aggregate principal amount anniversary of the Notes then outstandingoriginal issue date of this Warrant, all of Holder shall have the Notes shall be redeemed in whole, right (but not in part, by the Issuer on August 31, 2002 (the "REDEMPTION DATE"obligation), exercisable upon not less than 5 days' twenty (20) days prior written notice to the Issuer, at a redemption price equal to 100% of the Principal Amount Company (the "REDEMPTION PRICE"“Put Notice”), plus any accrued and unpaid interest through to require the Company to repurchase this Warrant (together with all (but not including less than all) Shares issued on any and all prior exercises hereof), and the Redemption DateCompany hereby agrees to repurchase this Warrant together with such Shares (if any) in accordance with the requirements of this Section 14. The purchase price to the Company (the “Put Price”) shall equal (x) (1) the Share Value (as defined below), less (2) the then-effective Exercise Price, multiplied by (y) the total number of Shares for which this Warrant is then exercisable (and, if Shares issued upon one or more prior exercises are being repurchased, the Share Value multiplied by the total number of such Shares). (b) With respect to any redemption The closing of the sale and purchase of this Note Warrant (and the Shares, if any) pursuant to Holder’s exercise of its rights under this Section 3.114 (the “Put Closing”) shall occur at the principal office of Holder at 10:00 AM, at least 5 days before local time, on the Redemption Date, the Holders later of a majority in aggregate principal amount of the Notes then outstanding shall deliver a notice requesting redemption to the Issuer. The notice shall state: (i) the names and addresses date that is twenty (20) days from the date of the Holders along with wire transfer instructions setting forth the Bank Account for each Holder into which payment is to be made; Put Notice, or (ii) that the Holder of a Note will surrender such Note to the Issuer as promptly as practicable after the Redemption Price plus any accrued and unpaid interest through but not including the Redemption Date on such Note has been deposited in the Bank Account of such Holder; and ten (iii10) that, unless the Issuer defaults in making the redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date and the only remaining right days following determination of the Holders is to receive Share Value in accordance with Section 14(c)(ii) below), or at such other place, time and/or date as the parties may agree upon in writing. At the Put Closing, the Company shall deliver payment of the Redemption Put Price plus accrued interest through but not including to Holder in cash, in immediately available funds, in a single installment, by certified or bank cashier’s check or by wire transfer of funds to Holder’s designated account, against receipt from Holder of the Redemption Dateoriginal of this Warrant (and, if applicable, the certificate(s) evidencing the Shares issued on all previous exercises hereof), duly endorsed by Holder for transfer on the books of the Company or accompanied by duly executed stock powers or other transfer instruments. (c) Once the notice requesting redemption has been sent, this Note becomes due and payable on the Redemption Date and at the Redemption Price and the Holder of this Note shall be deemed to have requested prepayment of this Note without penalty or fee. (d) At or prior to 12:00 noon on the Redemption Date, the Issuer shall deposit in the Bank Account of the Holder of this Note the Redemption Price of this Note plus accrued interest through but not including the Redemption Date. (e) If notice requesting redemption has been given in the manner provided above, this Note shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment of this Note at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the Overdue Rate) this Note shall cease to accrue interest.As used herein: