Common use of Notice; Method of Exercising Repurchase Right Clause in Contracts

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture or Debentures (or portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange in Control has occurred, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures 1997A Notes at such Holder's address appearing in the Security RegisterRegister for the 1997A Notes. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on second Business Day prior to the Repurchase Date (i1) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture or Debentures 1997A Note (or portion of a Debenture1997A Note) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii2) the Debenture or Debentures 1997A Note with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures 1997A Notes to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture or Debentures 1997A Note as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities that were Outstanding when the Repurchase Event occurred at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1i) the event constituting the Repurchase Event and the date thereof, (2ii) the Repurchase Date, (3iii) the date by which the repurchase right must be exercised, (4iv) the Repurchase Price, Price and (5v) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, repurchased and a statement that an election to exercise the repurchase repurchased right is being made thereby, and and, together with the written notice to the Trustee, (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had has been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity of any series, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities of that series in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the written request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), in its capacity as tender agent (for which services it shall be reasonably compensated), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1i) the event constituting the Repurchase Event and the date thereof, (2ii) the Repurchase Date, (3iii) the date by which the repurchase right must be exercised, (4iv) the Repurchase Price, and (5v) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close Close of business Business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity which is $1,000 or an integral multiple thereof) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall may be irrevocablewithdrawn at any time on or before the Close of Business on the Repurchase Date. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on or promptly following the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) Prior to the mailing of the notice referred to below, but in any event within 30 days following any Change of Control, the Company covenants to (i) repay in full and terminate all commitments under Indebtedness under the Credit Facility and all other Senior Indebtedness the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the Credit Facility and all other such Senior Indebtedness and to repay the Indebtedness owed to each lender which has accepted such offer or (ii) obtain the requisite consents under the Credit Facility and all other Senior Indebtedness to permit the repurchase of the Securities as provided in this Article XIV. The Company shall first comply with the covenant in the first sentence of this paragraph before it shall be required to repurchase Securities pursuant to the provisions in this Article XIV. The Company's failure to comply with the covenant described in the first sentence of this paragraph (and any failure to send the notice referred to in clause (b) below because such notice is prohibited by the first sentence of this paragraph) shall constitute an Event of Default described in clause (c) and not in clause (b) of Section 501. (b) On or beofre before the 30trh 30th day after the occurence occurrence of a Repurchase EventChange in Control, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1i) the event constituting the Repurchase Event Change in Control and the date thereof, (2ii) the Repurchase Date, (3iii) the date by which the repurchase right must be exercised, (4iv) the Repurchase Price, and (5v) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (bc) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close Close of business Business on the Repurchase Date (i) written notice notice, substantially in the form set forth on the reverse of the Securities, of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity which is $1,000 or an integral multiple thereof) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall may be irrevocablewithdrawn at any time on or before the Close of Business on the Repurchase Date. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on or promptly following the Repurchase Date Date, but subject to the provisions of this Article XIV and Article XII, pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Designated Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company)Trustee, shall will give notice of the occurrence of the Repurchase Designated Event and of the repurchase right set forth herein arising as a result thereof (the "Company Notice") by first-class mail, postage prepaidpre-paid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Securities Register. The Company shall will also deliver a copy of such notice of a repurchase right Company Notice to the TrusteeTrustee and cause a copy of such Company Notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. Each notice of a repurchase right Company Notice shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Priceprice at which the repurchase is to be made, if the repurchase right is exercised, and (54) a description of the instructions procedure which a Holder Securityholder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any HolderSecurityholder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder Securityholder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee Company Notice), on or before the close 30th day after the date of business on the Repurchase Date Company Notice, (i) written notice of the HolderSecurityholder's exercise of such right, which notice shall set forth the name of the HolderSecurityholder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date record date for the payment of interest on the Securities and the next succeeding Interest Payment Dateinterest payment date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder holder thereof is to receive on such Interest Payment Date. interest payment date. (c) In the event a repurchase right shall be exercised and not withdrawn in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash the price payable with respect to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had has been exercisedexercised (and not withdrawn) in cash to the Securityholder promptly after the Repurchase Date. In the event that a repurchase right is exercised (and not withdrawn) with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder Securityholder a new Debenture replacement Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered securitySecurity. (d) Any Securityholder that has delivered to the Trustee its written notice exercising its right to require the Company to repurchase its Securities upon the occurrence of a Designated Event shall have the right to withdraw such notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee prior to the close of business on such date. A Security in respect of which a Securityholder is exercising its option to require repurchase upon the occurrence of a Designated Event may be converted into Common Stock in accordance with Article 10 hereof only if such Securityholder withdraws its notice in accordance with the preceding sentence.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 30th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions procedures a Holder must follow to exercise a repurchase right. If any of the Securities subject to a repurchase offer is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable thereto. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture or Debentures any Definitive Security with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had has been exercised, together with accrued and unpaid interest thereon to the Repurchase Date. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date Xxxxxxxxxx (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On Unless the Company shall have theretofore called for redemption all of the Outstanding Debentures, on or beofre before the 30trh 30th day after the occurence occurrence of a Repurchase EventChange of Control, the CompanyCompany or, or at the request of the Company received by on or before the Trustee at least 60 days prior to the Repurchase Date15th day after such occurrence, the Trustee (in the name and at the expense of the Company)Trustee, shall give to all Holders of Debentures, in the manner provided in Section 16.5 notice (the "Company Notice"), of the occurrence of the Repurchase Event Change of Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Registerthereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2i) the Repurchase Date,; (3ii) the date by which the repurchase right must be exercised,; (4iii) the Repurchase Price, and; (5iv) a description of the instructions procedure which a Holder must follow to exercise a repurchase rightright ; (v) that on the Repurchase Date, the Repurchase Price will become due and payable upon each such Debenture designated by the Holder to be repurchased, and that interest on such Debenture shall cease to accrue on and after said date; (vi) the Conversion Price, the date on which the right to convert the Debenture to be repurchased will terminate and the places where such Debentures, together with all unmatured coupons and any matured Coupons in default appertaining thereto, may be surrendered for conversion; and (vii) the place or places where such Debentures, together with all Coupons appertaining thereto, if any, maturing after the Repurchase Date, are to be surrendered for payment of the Repurchase Price. No failure of the Company to give the foregoing notice Company Notice or defect therein shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Eventright or affect the validity of the proceedings for the repurchase of Debentures. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee any Paying Agent on or before the close 45th day after the date of business on the Repurchase Date Company Notice, (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture or Debentures (or portion of a Debenture) to be repurchased, repurchased and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer together with all Coupons, if any, appertaining thereto maturing after the Repurchase Date; provided, however, the Debenture shall be delivered only to the Companyoffice of a Paying Agent located outside the United States (except as otherwise provided in the form of Definitive Debenture set forth in Section 2.2(a)). Such written notice shall be irrevocable. If , except that the right of the Holder to convert the Debentures with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid to the Paying Agent the Repurchase Price in cash cash, for payment to the Holder thereof on the Repurchase Date; provided, however, that the Repurchase Price shall be so payable only at an office or agency outside the United States (except as otherwise provided in the form of Definitive Debenture set forth in Section 2.2(a)). (d) If any Debenture surrendered for repurchase shall not be accompanied by all appurtenant Coupons maturing after the Repurchase Date, such Debenture may be paid after deducting from the Repurchase Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupons may be waived by the Company and the Trustee, if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Debenture shall surrender to any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from the Repurchase Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside of the United States (except as otherwise provided in the form of Definitive Security set forth in Section 2.2(a)). (e) If any Debenture (or Debentures as to which portion thereof) surrendered for repurchase shall not be so paid on the repurchase right had been exercised. In Repurchase Date, the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenturesuch Debenture (or portion thereof, as the Company case may be) shall, until paid, bear interest from the Repurchase Date at the rate of 8% per annum, and each Debenture shall execute and deliver to remain convertible into Common Stock until the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securityDebenture (or portion thereof, as the case may be) shall have been paid or duly provided for.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh day 20th Business Day after the occurence occurrence of a Repurchase EventChange in Control, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1i) the event constituting the Repurchase Event Change in Control and the date thereof, (2ii) the Repurchase Date, (3iii) the date by which the repurchase right must be exercised, (4iv) the Repurchase Price, and (5v) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity which is $1,000 or an integral multiple thereof) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall may be irrevocablewithdrawn at any time on or before the close of business on the Repurchase Date. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on or promptly following the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 45 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the written request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), in its capacity as tender agent (for which services it shall be reasonably compensated), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise 105 of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities, containing identical terms and conditions, in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange in Control has occurred, the Company, or at the written request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and or by telefacsimile with written acknowledgement of transmittal to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state:: 82 90 (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close 30th day after the date of business on transmittal of the Repurchase Date notice referred to in (a) above (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a1) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase EventChange in Control, the CompanyCompany or, or at the written request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1a) the event constituting the Repurchase Event Change in Control and the date thereof,; (2b) the Repurchase Date,; (3c) the date by which the repurchase right must be exercised,; (4d) the Repurchase Price, ; and (5e) the instructions procedures a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b2) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a1) above) and to the Trustee on or before the close of business on tenth day prior to the Repurchase Date (ia) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, repurchased and a statement that an election to exercise the repurchase right is being made thereby, thereby and (iib) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. A Holder that fails to exercise a repurchase right in accordance with the terms hereof shall waive such repurchase right but the rights of such Holder to receive principal of and interest on the Securities and all other rights of such Holder under this Indenture shall not be affected thereby. (3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had has been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures new Securities in the aggregate principal amount of the unrepurchased portion of such surrendered securitySecurity.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the written request of the Company received by the Trustee at least 60 30 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), in its capacity as tender agent (for which services it shall be reasonably compensated), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) that such repurchase right, once exercised, may be withdrawn on or prior to the close of business on the Business Day immediately prior to the Repurchase Date. (5) the Repurchase Price, and (56) the instructions a Holder must follow to exercise a repurchase right. In addition, at least two Business Days preceding the Repurchase Date, the Company shall give to all Holders of the Securities, in the manner provided in the Indenture notice specifying whether the Repurchase Price will be payable in cash or Common Shares and shall deliver a copy of such notice to the Trustee. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture or Debentures (or portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company (and to beneficial owners as required by applicable law) and shall also deliver cause a copy of such notice to be published in a daily newspaper of national circulation. The notice shall include the form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.09 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock; (5) briefly, the instructions conversion rights of the Notes including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Notes as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this First Supplemental Indenture and the Indenture; (9) the procedures that the Holder must follow to exercise rights under Section 3.08; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Notes in order to convert the Notes; and (12) the CUSIP number of the Company Notes as to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred which a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.08 upon delivery of a repurchase rightwritten notice of the exercise of such rights (a "Repurchase Notice") to the Paying Agent at any time prior to 5:00 p.m. (eastern time) on the third Business Day prior to the Repurchase Date, a stating: (1) the certificate number of each Note that the Holder shall will deliver to be repurchased, (2) the Company (portion of the principal amount of each Note that the Holder will deliver to be repurchased, which portion must be $1,000 or an agent designated by integral multiple thereof; (3) that such Note shall be repurchased pursuant to the Company for such purpose terms and conditions specified in this First Supplemental Indenture; and (4) in the notice referred to event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (awith addresses) above) and in which the certificate or certificates for shares of Common Stock shall be issued. The delivery of such Note to the Trustee Paying Agent prior to, on or before the close of business on after the Repurchase Date (itogether with all necessary endorsements) written notice at the office of the Holder's exercise Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; PROVIDED, HOWEVER, that such right, which notice Repurchase Price shall be so paid pursuant to Section 3.08 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the name related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.08, a portion of the Holder, a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this First Supplemental Indenture that apply to the Debenture or Debentures (or repurchase of all of a Note pursuant to Sections 3.08 through 3.14 also apply to the repurchase of such portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer such Note. Notwithstanding anything herein to the Company. Such written notice contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.09(b) shall be irrevocable. If have the right to withdraw such Repurchase Notice in whole or in a portion thereof that is $1,000 or an integral multiple thereof at any time prior to 5:00 p.m. (eastern time) on the Business Day prior to the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder delivery of an amount equal a written notice of withdrawal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised Paying Agent in accordance with the terms hereof, Section 3.10. The Paying Agent shall promptly notify the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture receipt by it of any Repurchase Notice or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitywritten withdrawal thereof.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh fifteenth day after the occurence Company knows that a Change of a Repurchase EventControl has occurred, the CompanyCompany or, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name of and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change of Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Senior Secured Notes at such HolderXxxxxx's address appearing in the Security RegisterRegister for the Senior Secured Notes. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a its repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) Change of Control. To exercise a repurchase right, a Holder shall deliver to the Company (or to an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on fifth Business Day prior to the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture or Debentures Senior Secured Note (or portion of a Debenturethe Senior Secured Note) to be repurchased, repurchased and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures Senior Secured Note with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Senior Secured Notes to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereofhereof and the instructions referred to herein, (x) the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture for each Senior Secured Note (or Debentures any portion thereof) as to which the repurchase right had has been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, and (y) the Company shall execute and deliver to the Trustee execute, and the Trustee shall authenticate and make available for issuance in the name of delivery to the Holder of such Senior Secured Note without service charge, a new Debenture Senior Secured Note or Debentures Notes, as applicable, of any authorized denomination as requested by such Holder in the aggregate principal amount equal to and in exchange for any portion of the unrepurchased portion principal of such surrendered securitySenior Secured Note as to which the repurchase right has not been exercised. Any questions as to the compliance by a Holder of Senior Secured Notes with the requirements for a valid exercise of a repurchase right (including the timely delivery of an exercise notice in proper form) shall be determined by the Company in its sole discretion, which in all events shall be exercised in good faith.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of a Repurchase EventChange in Control, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Debenture Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1i) the event constituting the Repurchase Event Change in Control and the date thereof,; (2ii) the Repurchase Date,; (3iii) the date by which the repurchase right must be exercised,; (4iv) the Repurchase Price, ; and (5v) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on 10th day prior to the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture or Debentures (or portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. A Holder that fails to exercise a repurchase right in accordance with the terms hereof shall waive such repurchase right but the rights of such Holder to receive principal of and interest on the Debentures and all other rights of such Holder under this Indenture shall not be affected thereby. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.has been

Notice; Method of Exercising Repurchase Right. 93 103 (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall 94 104 authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase the Designated Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateRequest, the Trustee (in the name and at the expense of the Company), shall give notice (the "Company Notice") of the occurrence of the Repurchase such Designated Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Designated Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Designated Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Business Day immediately preceding the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) ), subject to the Debenture Applicable Procedures, the Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, then, subject to Article Fourteen, the Company shall on the Repurchase Date pay or cause to be paid to the Trustee the Repurchase Price as provided in cash Section 1203, for payment to the Holder thereof on the Repurchase Price of Date, together with accrued and unpaid interest to the Debenture or Debentures Repurchase Date payable with respect to the Securities as to which the repurchase purchase right had has been exercised. In ; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date. (d) The Company shall comply with Rules 13e-4 and 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, Designated Event occurs and the Company shall execute and deliver is required to the Trustee and the Trustee shall authenticate for issuance purchase Securities as described in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitythis Article Twelve.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange 84 78 in Control has occurred, the Company, or at the written request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and or by telefacsimile with written acknowledgment of transmittal to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close 30th day after the date of business on transmittal of the Repurchase Date notice referred to in (a) above (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day after the occurence Within 30 days following a Change of a Repurchase EventControl (as defined in Section 10.6), the CompanyDepositor, or at the written request of the Company Depositor received by the Property Trustee at least 60 40 days prior to the Repurchase Date, the Property Trustee (in the name and at the expense of the CompanyDepositor), in its capacity as tender agent (for which services it shall be reasonably compensated), shall give notice of the occurrence of the Repurchase Event Change of Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Property Trustee and to each Holder of the Debentures Preferred Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event Change of Control and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company Depositor to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Property Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company Depositor, the Trust (or an agent designated by the Company Depositor for such purpose in the notice referred to in (a) above) and to the Property Trustee on or before the close of business on the second Business Day preceding the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth in the name of the Holder, the principal amount of the Debenture or Debentures (or portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made therebyform attached hereto as Exhibit E, and (ii) the Debenture Preferred Security or Debentures Preferred Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the CompanyTrust. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company Depositor shall on the Repurchase Date pay or cause to be paid in cash by the Trust to the Holder thereof the Repurchase Price of the Debenture Preferred Security or Debentures Preferred Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of Preferred Securities represented by a surrendered DebentureCertificated Preferred Security, the Company Trust shall execute cause to be issued and deliver to the Trustee and the Trustee shall authenticate for issuance executed in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of Certificated Preferred Security representing the unrepurchased portion of such surrendered securityCertificated Preferred Security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company (and to beneficial owners as required by applicable law) and shall also deliver cause a copy of such notice to be published in a daily newspaper of national circulation. The notice shall include the form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.10 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, and; (5) briefly, the instructions conversion rights of the Securities including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Securities as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (9) the procedures that the Holder must follow to exercise rights under Section 3.9; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and (12) the CUSIP number of the Company Securities as to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred which a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.9 upon delivery of a repurchase right, written notice of the exercise of such rights (a Holder shall deliver "Repurchase Notice") to the Company (or an agent designated by the Company for such purpose in the notice referred Paying Agent at any time prior to in (a) above) and to the Trustee on or before the close of business on the third Business Day prior to the Repurchase Date Date, stating: (i1) written notice the certificate number of each Security that the Holder's exercise Holder will deliver to be repurchased; (2) the portion of such right, which notice shall set forth the name of the Holder, the principal amount of each Security that the Debenture or Debentures (or portion of a Debenture) Holder will deliver to be repurchased, and a statement which portion must be $1,000 or an integral multiple thereof; and (3) that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer such Security shall be repurchased pursuant to the Companyterms and conditions specified in this Indenture. Such written notice shall be irrevocable. If The delivery of such Security to the Paying Agent prior to, on or after the Repurchase Date falls between any Regular Record Date and (together with all necessary endorsements) at the next succeeding Interest Payment Dateoffice of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, Debentures however, that such Repurchase Price shall be so paid pursuant to be repurchased must be accompanied by payment Section 3.9 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.9, a portion of an amount equal to a Security if the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name such portion is $1,000 or an integral multiple of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security$1,000.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the written request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), in its capacity as tender agent (for which services it shall be reasonably compensated), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event.. 107 (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange in Control has occurred, the Company, or at the written request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and or by telefacsimile with written acknowledgment of transmittal to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. 104 Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close 30th day after the date of business on transmittal of the Repurchase Date notice referred to in (a) above (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange in Control has occurred, the Company, or at the written request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and or by telefacsimile with written acknowledgement of transmittal to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close 30th day after the date of business on transmittal of the Repurchase Date notice referred to in (a) above (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. be (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the written request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), in its capacity as tender agent (for which services it shall be reasonably compensated), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. 95 105 No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase repurchased right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureSecurity, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Security or Debentures Securities in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company (and to beneficial owners as required by applicable law) and shall also deliver cause a copy of such notice to be published in a daily newspaper of national circulation. The notice shall include the form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.10 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, and; (5) briefly, the instructions conversion rights of the Securities including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Securities as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (9) the procedures that the Holder must follow to exercise rights under Section 3.9; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and (12) the CUSIP number of the Company Securities as to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred which a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.9 upon delivery of a repurchase right, written notice of the exercise of such rights (a Holder shall deliver "Repurchase Notice") to the Company (or an agent designated by the Company for such purpose in the notice referred Paying Agent at any time prior to in (a) above) and to the Trustee on or before the close of business on the third Business Day prior to the Repurchase Date Date, stating: (i1) written notice the certificate number of each Security that the Holder's exercise Holder will deliver to be repurchased; (2) the portion of such right, which notice shall set forth the name of the Holder, the principal amount of each Security that the Debenture or Debentures (or portion of a Debenture) Holder will deliver to be repurchased, and a statement which portion must be $1,000 or an integral multiple thereof; and (3) that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer such Security shall be repurchased pursuant to the Companyterms and conditions specified in this Indenture. Such written notice shall be irrevocable. If The delivery of such Security to the Paying Agent prior to, on or after the Repurchase Date falls between any Regular Record Date and (together with all necessary endorsements) at the next succeeding Interest Payment Dateoffice of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, Debentures however, that such Repurchase Price shall be so paid pursuant to be repurchased must be accompanied by payment Section 3.9 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.9, a portion of a Security if the principal amount of such portion is $1,000 or an amount equal integral multiple of $1,000. Provisions of this Indenture that apply to the interest thereon which repurchase of all of a Security pursuant to Sections 3.9 through 3.15 also apply to the registered repurchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.10(b) shall have the right to withdraw such Repurchase Notice in whole or in a portion thereof that is $1,000 or an integral multiple thereof at any time prior to receive the close of business on such Interest Payment Date. In the event Business Day prior to the Repurchase Date by delivery of a repurchase right shall be exercised written notice of withdrawal to the Paying Agent in accordance with the terms hereof, Section 3.11. The Paying Agent shall promptly notify the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture receipt by it of any Repurchase Notice or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitywritten withdrawal thereof.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day after the occurence Within 30 days following a Change of a Repurchase EventControl (as defined in Section 10.6), the CompanyDepositor, or at the written request of the Company Depositor received by the Property Trustee at least 60 40 days prior to the Repurchase Date, the Property Trustee (in the name and at the expense of the CompanyDepositor), in its capacity as tender agent (for which services it shall be reasonably compensated), shall give notice of the occurrence of the Repurchase Event Change of Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Property Trustee and to each Holder of the Debentures Preferred Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event Change of Control and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company Depositor to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Property Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company Depositor, the Trust (or an agent designated by the Company Depositor for such purpose in the notice referred to in (a) above) and to the Property Trustee on or before the close of business on the second Business Day preceding the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth in the name of the Holder, the principal amount of the Debenture or Debentures (or portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made therebyform attached hereto as Exhibit F, and (ii) the Debenture Preferred Security or Debentures Preferred Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the CompanyTrust. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company Depositor shall on the Repurchase Date pay or cause to be paid in cash by the Trust to the Holder thereof the Repurchase Price of the Debenture Preferred Security or Debentures Preferred Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of Preferred Securities represented by a surrendered DebenturePreferred Securities Certificate, the Company Trust shall execute cause to be issued and deliver to the Trustee and the Trustee shall authenticate for issuance executed in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of Preferred Securities Certificate representing the unrepurchased portion of such surrendered securityPreferred Securities Certificate.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company (and to beneficial owners as required by applicable law) and shall also deliver cause a copy of such notice to be published in a daily newspaper of national circulation. The notice shall include the form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.11 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, and; (5) briefly, the instructions conversion rights of the Securities including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Securities as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (9) the procedures that the Holder must follow to exercise rights under Section 3.10; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and (12) the CUSIP number of the Company Securities as to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred which a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.10 upon delivery of a repurchase right, written notice of the exercise of such rights (a Holder shall deliver "Repurchase Notice") to the Company (or an agent designated by the Company for such purpose in the notice referred Paying Agent at any time prior to in (a) above) and to the Trustee on or before the close of business on the third Business Day prior to the Repurchase Date Date, stating: (i1) written notice the certificate number of each Security that the Holder's exercise Holder will deliver to be repurchased, (2) the portion of such right, which notice shall set forth the name of the Holder, the principal amount of each Security that the Debenture or Debentures (or portion of a Debenture) Holder will deliver to be repurchased, and a statement which portion must be $1,000 or an integral multiple thereof; and (3) that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer such Security shall be repurchased pursuant to the Companyterms and conditions specified in this Indenture. Such written notice shall be irrevocable. If The delivery of such Security to the Paying Agent prior to, on or after the Repurchase Date falls between any Regular Record Date and (together with all necessary endorsements) at the next succeeding Interest Payment Dateoffice of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; PROVIDED, Debentures HOWEVER, that such Repurchase Price shall be so paid pursuant to be repurchased must be accompanied by payment Section 3.10 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.10, a portion of a Security if the principal amount of such portion is $1,000 or an amount equal integral multiple of $1,000. Provisions of this Indenture that apply to the interest thereon which repurchase of all of a Security pursuant to Sections 3.10 through 3.16 also apply to the registered repurchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.11(b) shall have the right to withdraw such Repurchase Notice in whole or in a portion thereof that is $1,000 or an integral multiple thereof at any time prior to receive the close of business on such Interest Payment Date. In the event Business Day prior to the Repurchase Date by delivery of a repurchase right shall be exercised written notice of withdrawal to the Paying Agent in accordance with the terms hereof, Section 3.12. The Paying Agent shall promptly notify the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture receipt by it of any Repurchase Notice or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitywritten withdrawal thereof.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 40 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (3) the date by which the repurchase right must be exercised, (4) the Repurchase Price, and (5) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.and

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of (and to beneficial owners as required by applicable law). Such notice shall include the Debentures at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.11 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, and; (5) briefly, the instructions conversion rights of the Securities including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Securities as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (9) the procedures that the Holder must follow to exercise rights under this Section 3.10; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and (12) the CUSIP number of the Securities as to which such Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.10 upon delivery of a repurchase rightwritten notice of the exercise of such rights (a "Repurchase Notice") to the Paying Agent at any time prior to 5:00 p.m., a New York City time on the third Business Day prior to the Repurchase Date, stating: (1) the certificate number of each Security that the Holder shall will deliver to be repurchased; (2) the Company (portion of the principal amount of each Security that the Holder will deliver to be repurchased, which portion must be $1,000 or an agent designated by the Company for integral multiple thereof; and (3) that such purpose in the notice referred to in (a) above) and Security shall be repurchased pursuant to the Trustee terms and conditions specified in this Indenture. The delivery of such Security to the Paying Agent prior to, on or before the close of business on after the Repurchase Date (itogether with all necessary endorsements) written notice at the office of the Holder's exercise Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; PROVIDED, HOWEVER, that such right, which notice Repurchase Price shall be so paid pursuant to Section 3.10 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the name related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.10, a portion of the Holder, a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Debenture or Debentures (or repurchase of all of a Security pursuant to Sections 3.9 through 3.16 also apply to the repurchase of such portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer such Security. Notwithstanding anything herein to the Company. Such written notice contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.11(b) shall be irrevocable. If have the right to withdraw such Repurchase Notice in whole or in respect of a portion of the Securities covered thereby that is $1,000 or an integral multiple thereof at any time prior to 5:00 p.m., New York City time on the Business Day prior to the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied pertaining thereto by payment from the Holder delivery of an amount equal a written notice of withdrawal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised Paying Agent in accordance with the terms hereof, Section 3.12. The Paying Agent shall promptly notify the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture receipt by it of any Repurchase Notice or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitywritten withdrawal thereof.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange in Control has occurred, the Company, or at the written request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-first- class mail, postage prepaid, to the Trustee and or by telefacsimile with written acknowledgement of transmittal to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Unless and until a Responsible Officer of the Trustee shall have received such notice, the Trustee shall not be deemed to have knowledge of such Change in Control. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh fifteenth day after the occurence Company knows that a Change of a Repurchase EventControl has occurred, the CompanyCompany or, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name of and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change of Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Senior Secured Notes at such Holder's address appearing in xxx Xxcurity Register for the Security RegisterSenior Secured Notes. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a its repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase Event. (b) Change of Control. To exercise a repurchase right, a Holder shall deliver to the Company (or to an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on fifth Business Day prior to the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture or Debentures Senior Secured Note (or portion of a Debenturethe Senior Secured Note) to be repurchased, repurchased and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures Senior Secured Note with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Senior Secured Notes to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised in accordance with the terms hereofhereof and the instructions referred to herein, (x) the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture for each Senior Secured Note (or Debentures any portion thereof) as to which the repurchase right had has been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, and (y) the Company shall execute and deliver to the Trustee execute, and the Trustee shall authenticate and make available for issuance in the name of delivery to the Holder of such Senior Secured Note without service charge, a new Debenture Senior Secured Note or Debentures Notes, as applicable, of any authorized denomination as requested by such Holder in the aggregate principal amount equal to and in exchange for any portion of the unrepurchased portion principal of such surrendered securitySenior Secured Note as to which the repurchase right has not been exercised. Any questions as to the compliance by a Holder of Senior Secured Notes with the requirements for a valid exercise of a repurchase right (including the timely delivery of an exercise notice in proper form) shall be determined by the Company in its sole discretion, which in all events shall be exercised in good faith.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company (and to beneficial owners as required by applicable law) and shall also deliver cause a copy of such notice to be published in a daily newspaper of national circulation. The notice shall include the form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.09 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock; (5) briefly, the instructions conversion rights of the Notes including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Notes as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this First Supplemental Indenture and the Indenture; (9) the procedures that the Holder must follow to exercise rights under Section 3.08; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Notes in order to convert the Notes; and (12) the CUSIP number of the Company Notes as to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred which a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.08 upon delivery of a repurchase rightwritten notice of the exercise of such rights (a "Repurchase Notice") to the Paying Agent at any time prior to 5:00 p.m. (Boston time) on the third Business Day prior to the Repurchase Date, a stating: (1) the certificate number of each Note that the Holder shall will deliver to be repurchased, (2) the Company (portion of the principal amount of each Note that the Holder will deliver to be repurchased, which portion must be $1,000 or an agent designated by integral multiple thereof; (3) that such Note shall be repurchased pursuant to the Company for such purpose terms and conditions specified in this First Supplemental Indenture; and (4) in the notice referred to event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (awith addresses) above) and in which the certificate or certificates for shares of Common Stock shall be issued. The delivery of such Note to the Trustee Paying Agent prior to, on or before the close of business on after the Repurchase Date (itogether with all necessary endorsements) written notice at the office of the Holder's exercise Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefore; PROVIDED, HOWEVER, that such right, which notice Repurchase Price shall be so paid pursuant to Section 3.08 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the name related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.08, a portion of the Holder, a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this First Supplemental Indenture that apply to the Debenture or Debentures (or repurchase of all of a Note pursuant to Sections 3.08 through 3.14 also apply to the repurchase of such portion of a Debenture) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer such Note. Notwithstanding anything herein to the Company. Such written notice contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.09(b) shall be irrevocable. If have the right to withdraw such Repurchase Notice in whole or in a portion thereof that is $1,000 or an integral multiple thereof at any time prior to 5:00 p.m. (Boston time) on the Business Day prior to the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder delivery of an amount equal a written notice of withdrawal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised Paying Agent in accordance with the terms hereof, Section 3.10. The Paying Agent shall promptly notify the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture receipt by it of any Repurchase Notice or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitywritten withdrawal thereof.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange in Control has occurred, the Company, or at the written request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and or by telefacsimile with written acknowledgment of transmittal to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close 30th day after the date of business on transmittal of the Repurchase Date notice referred to in (a) above (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence of Company knows or reasonably should know a Repurchase EventChange in Control has occurred, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1) the event constituting the Repurchase Event and the date thereof, (2) the Repurchase Date, (32) the date by which the repurchase right must be exercised, (43) the Repurchase Price, and (54) the instructions a Holder must follow to exercise a its repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on 10th day prior to the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next corresponding succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register(and to beneficial owners as required by applicable law). The Company notice shall also deliver a copy of such notice include the form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.10 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, and; (5) briefly, the instructions conversion rights of the Securities including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Securities as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (9) the procedures that the Holder must follow to exercise rights under Section 3.9; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and (12) the CUSIP number of the Company Securities as to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred which a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.9 upon delivery of a repurchase right, written notice of the exercise of such rights (a Holder shall deliver "Repurchase Notice") to the Company (or an agent designated by the Company for such purpose in the notice referred Paying Agent at any time prior to in (a) above) and to the Trustee on or before the close of business on the third Business Day prior to the Repurchase Date Date, stating: (i1) written notice the certificate number of each Security that the Holder's exercise Holder will deliver to be repurchased; (2) the portion of such right, which notice shall set forth the name of the Holder, the principal amount of each Security that the Debenture or Debentures (or portion of a Debenture) Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Security shall be repurchased pursuant to the terms and conditions specified in this Indenture. The delivery of such Security to the Paying Agent (together with all necessary endorsements), together with the Repurchase Notice as provided above, at the office of the Paying Agent shall be a statement condition to the receipt by the Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to Section 3.9 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.9, a portion of a Security if the principal amount of such portion is $1,000 or an election integral multiple of $1,000. Provisions of this Indenture that apply to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect of all of a Security pursuant to which Sections 3.9 through 3.15 also apply to the repurchase right is being exercised, duly endorsed for transfer of such portion of such Security. Notwithstanding anything herein to the Company. Such written notice contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.10(b) shall be irrevocable. If have the right to withdraw such Repurchase Notice in whole or in a portion thereof that is $1,000 or an integral multiple thereof at any time prior to the close of business on the Business Day prior to the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures to be repurchased must be accompanied by payment from the Holder delivery of an amount equal a written notice of withdrawal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. In the event a repurchase right shall be exercised Paying Agent in accordance with the terms hereof, Section 3.11. The Paying Agent shall promptly notify the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture receipt by it of any Repurchase Notice or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitywritten withdrawal thereof.

Notice; Method of Exercising Repurchase Right. (a) On or beofre the 30trh day Within 30 days after the occurence of a Repurchase Event, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase Date, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of a Change in Control, the Repurchase Event and of Company shall mail a written notice (the repurchase right set forth herein arising as a result thereof "Company Notice") by first-class mail, postage prepaid, mail to the Trustee and to each Holder of the Debentures at such Holder's address appearing in the Security Register. The Company (and to beneficial owners as required by applicable law), and shall also deliver cause a copy of such notice to be published in a daily newspaper of national circulation. Such notice shall include the form of a repurchase right Repurchase Notice (as defined below) to be completed by the Trustee. Each notice of a repurchase right Holder and shall state: (1) the event constituting date of such Change in Control and, briefly, the Repurchase Event and the date thereof,events causing such Change in Control; (2) the Repurchase Date, (3) the date by which the repurchase right Repurchase Notice pursuant to this Section 3.11 must be exercised,given; (3) the Repurchase Date; (4) the Repurchase Price, and; (5) briefly, the instructions conversion rights of the Securities including, without limitation, the current Conversion Price and any adjustments thereto; (6) the name and address of the Paying Agent and the Conversion Agent; (7) whether the holders of Senior Indebtedness will permit the payment of the Repurchase Price; (8) that Securities as to which a Repurchase Notice has been given may be converted into Common Stock only to the extent that the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (9) the procedures that the Holder must follow to exercise rights under this Section 3.10; (10) the procedures for withdrawing a repurchase right. No failure Repurchase Notice, including a form of notice of withdrawal; (11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and (12) the CUSIP number of the Securities as to which such Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventNotice has been given. (b) To A Holder may exercise its rights specified in Section 3.10 upon delivery of a repurchase right, written notice of the exercise of such rights (a Holder shall deliver "Repurchase Notice") to the Company (or an agent designated by the Company for such purpose in the notice referred Paying Agent at any time prior to in (a) above) and to the Trustee on or before the close of business on the third Business Day prior to the Repurchase Date Date, stating: (i1) written notice the certificate number of each Security that the Holder's exercise Holder will deliver to be repurchased; (2) the portion of such right, which notice shall set forth the name of the Holder, the principal amount of each Security that the Debenture or Debentures (or portion of a Debenture) Holder will deliver to be repurchased, and a statement which portion must be $1,000 or an integral multiple thereof; and (3) that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture or Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer such Security shall be repurchased pursuant to the Companyterms and conditions specified in this Indenture. Such written notice shall be irrevocable. If The delivery of such Security to the Paying Agent prior to, on or after the Repurchase Date falls between any Regular Record Date and (together with all necessary endorsements) at the next succeeding Interest Payment Dateoffice of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, Debentures however, that such Repurchase Price shall be so paid pursuant to be repurchased must be accompanied by payment Section 3.10 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to Section 3.10, a portion of a Security if the principal amount of such portion is $1,000 or an amount equal integral multiple of $1,000. Provisions of this Indenture that apply to the interest thereon which repurchase of all of a Security pursuant to Sections 3.9 through 3.16 also apply to the registered repurchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.11(b) shall have the right to withdraw such Repurchase Notice in whole or in respect of a portion of the Securities covered thereby that is $1,000 or an integral multiple thereof is at any time prior to receive the close of business on such Interest Payment Date. In the event Business Day prior to the Repurchase Date pertaining thereto by delivery of a repurchase right shall be exercised written notice of withdrawal to the Paying Agent in accordance with the terms hereof, Section 3.12. The Paying Agent shall promptly notify the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture receipt by it of any Repurchase Notice or Debentures as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered securitywritten withdrawal thereof.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh day 20th Business Day after the occurence occurrence of a Repurchase EventChange in Control, the Company, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Securities at such Holder's address appearing in the Security Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1i) the event constituting the Repurchase Event Change in Control and the date thereof, , (2ii) the Repurchase Date, , (3iii) the date by which the repurchase right must be exercised, , (4iv) the Repurchase Price, and and (5v) the instructions a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on the Repurchase Date (i) written notice notice, substantially in the form set forth on the reverse of the Securities, of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Security or Debentures Securities (or portion of a DebentureSecurity which is $1,000 or an integral multiple thereof) to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture Security or Debentures Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall may be irrevocablewithdrawn at any time on or before the close of business on the Repurchase Date. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Securities to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. . (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on or promptly following the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Security or Debentures Securities as to which the repurchase right had been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Debenture, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture or Debentures in the aggregate principal amount of the unrepurchased portion of such surrendered security.

Notice; Method of Exercising Repurchase Right. (a) On or beofre before the 30trh 15th day after the occurence occurrence of a Repurchase EventChange in Control, the CompanyCompany or, or at the request of the Company received by the Trustee at least 60 days prior to the Repurchase DateCompany, the Trustee (in the name and at the expense of the Company), shall give notice of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof by first-class mail, postage prepaid, to the Trustee and to each Holder of the Debentures Notes at such Holder's address appearing in the Security Note Register. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state: (1i) the event constituting the Repurchase Event Change in Control and the date thereof,; (2ii) the Repurchase Date,; (3iii) the date by which the repurchase right must be exercised,; (4iv) the Repurchase Price, ; and (5v) the instructions procedures a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notice shall limit any Holder's right to exercise a repurchase right. The Trustee shall have no affirmative obligation to determine if there shall have occurred a Repurchase EventChange in Control. (b) To exercise a repurchase right, a Holder shall deliver to the Company (or an agent designated by the Company for such purpose in the notice referred to in (a) above) and to the Trustee on or before the close of business on tenth day prior to the Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Debenture Note or Debentures Notes (or portion of a DebentureNote) to be repurchased, repurchased and a statement that an election to exercise the repurchase right is being made thereby, thereby and (ii) the Debenture Note or Debentures Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable. If the Repurchase Date falls between any Regular Record Date and the next succeeding Interest Payment Date, Debentures Notes to be repurchased must be accompanied by payment from the Holder of an amount equal to the interest thereon which the registered Holder thereof is to receive on such Interest Payment Date. A Holder that fails to exercise a repurchase right in accordance with the terms hereof shall waive such repurchase right but the rights of such Holder to receive principal of and interest on the Notes and all other rights of such Holder under this Indenture shall not be affected thereby. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall on the Repurchase Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price of the Debenture Note or Debentures Notes as to which the repurchase right had has been exercised. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered DebentureNote, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Debenture Note or Debentures Notes in the aggregate principal amount of the unrepurchased portion of such surrendered securityNote.