Common use of NOTICES; METHOD OF EXERCISING PURCHASE RIGHT, ETC Clause in Contracts

NOTICES; METHOD OF EXERCISING PURCHASE RIGHT, ETC. (a) Unless the Company shall have theretofore called for redemption all of the Notes then Outstanding pursuant to Article Twelve, on or before the fifth day after the occurrence of a Repurchase Event, the Company shall give to all Holders of Notes notice (the "Company Notice") of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof. Each notice of a repurchase right shall state: (i) the Repurchase Event and the Repurchase Date, (ii) the date by which the repurchase right must be exercised, (iii) the Repurchase Price, (iv) a description of the procedure which a Holder must follow to exercise a repurchase right, (v) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date, and (vi) the place where such Notes are to be surrendered for payment of the Repurchase Price and accrued interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern. (b) To exercise a repurchase right, a Holder shall deliver to the Company on or before the 30th day after the date of the 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 Notes to be repurchased (and, if any Note is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Notes with respect to which the repurchase right is being exercised. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash to the 73 80 Holder on the Repurchase Date, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised. (d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate per annum then currently in effect, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) Any Note which is to be repurchased only in part shall be surrendered to the Company (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered that was not repurchased. (f) Any Holder that has delivered to the Company its written notice exercising its right to require the Company to repurchase its Notes upon a Repurchase 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 Company prior to the close of business on such date.

NOTICES; METHOD OF EXERCISING PURCHASE RIGHT, ETC. (a) Unless the Company shall have theretofore called for redemption all of the outstanding Notes then Outstanding pursuant to Article TwelveIII, on or before the fifth 15th day after the occurrence of a Repurchase EventChange in Control, the Company or, at the written request of the Company on or before the tenth (10th) day after receipt of such request, the Trustee, shall give to all Holders of Notes notice (the "Company Notice") of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof. 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: (i1) the Repurchase Event and the Repurchase Date, (ii2) the date by which the repurchase right must be exercised, (iii3) the Repurchase Price, (iv4) a description of the procedure which a Holder must follow to exercise a repurchase right, (v5) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date, (6) the Conversion Price, the date on which the right to convert the Notes to be repurchased will terminate and the places where such Notes may be surrendered for conversion, and (vi7) the place or places where such Notes are to be surrendered for payment of the Repurchase Price and accrued interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern. (b) To exercise a repurchase right, a Holder shall deliver to the Company Trustee or any Paying Agent on or before the 30th day after the date of the 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 Notes to be repurchased (and, if any Note is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Notes with respect to which the repurchase right is being exercised. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee or the Paying Agent the Repurchase Price in cash cash, for payment to the 73 80 Holder on the Repurchase Date, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised. (d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate of 7% per annum then currently in effectannum, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) Any Note which is to be repurchased only in part shall be surrendered to the Company Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered that was not repurchased. (f) Any Holder that has delivered to the Company Trustee its written notice exercising its right to require the Company to repurchase its Notes upon a Repurchase Event Change in Control 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 Company Trustee prior to the close of business on such date. A Note in respect of which a Holder is exercising its option to require repurchase upon a Change in Control may be converted into Common Stock in accordance with Article XV only if such Holder withdraws its notice in accordance with the preceding sentence.

NOTICES; METHOD OF EXERCISING PURCHASE RIGHT, ETC. (a) Unless the Company shall have theretofore called for redemption all of the Notes then Outstanding pursuant Securities, prior to Article Twelve, or on or before the fifth 30th day after the occurrence of a Repurchase EventFundamental Change, the Company, or, at the written request and expense of the Company prior to or on the 30th day after such occurrence, the Trustee shall give to all Holders of Notes notice (Securities notice, in the "Company Notice") manner provided in Section 14.2 hereof, of the occurrence of the Repurchase Event Fundamental Change and of the repurchase right Purchase Right set forth herein arising as a result thereofthereof (the “Company Notice”). The Company shall also deliver a copy of such notice of a Purchase Right to the Trustee. Each notice of a repurchase right Purchase Right shall state: (i1) the Repurchase Event and the Repurchase Purchase Date,; (ii2) the date by which the repurchase right Purchase Right must be exercised,; (iii3) the Repurchase Price,Purchase Price and accrued and unpaid interest, if any; (iv4) a description of the procedure which a Holder must follow to exercise a repurchase right,Purchase Right, and the place or places where such Securities, are to be surrendered for payment of the Purchase Price and accrued and unpaid interest, if any; (v5) that on the Repurchase Purchase Date the Repurchase Purchase Price and accrued and unpaid interest, if any, will become due and payable upon each such Note Security designated by the Holder to be repurchasedpurchased, and that interest thereon shall cease to accrue on and after said date; (6) the conversion rate then in effect, the date on which the right to convert the principal amount of the Securities to be purchased will terminate and the place where such Securities may be surrendered for conversion, and (vi7) the place or places where such Notes Securities, together with the Option to Elect Repayment Upon a Fundamental Change certificate included in Exhibit A annexed hereto are to be surrendered delivered for payment of the Repurchase Purchase Price and accrued and unpaid interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ’s right to exercise a repurchase right Purchase Right or affect the validity of the proceedings for the repurchase purchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern. (b) To exercise a repurchase rightPurchase Right, a Holder shall deliver to the Company Trustee prior to or on or before the 30th day after the date of the Company Notice Notice: (i1) written notice of the Holder's ’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased purchased (and, if any Note Security is to be repurchased purchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registeredpurchased) and a statement that an election to exercise the repurchase right Purchase Right is being made thereby, and and (ii2) the Notes Securities with respect to which the repurchase right Purchase Right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the Purchase Right is being exercised shall continue until the close of business on the Business Day immediately preceding the Purchase Date. (c) In the event a repurchase right Purchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Repurchase Trustee the Purchase Price in cash for payment to the 73 80 Holder on the Repurchase DatePurchase Date as promptly after the Purchase Date as practicable, together with accrued and unpaid interest to, but excluding, to the Repurchase Purchase Date payable in cash with respect to the Notes Securities as to which the repurchase right Purchase Right has been exercised; provided, however, that installments of interest that mature prior to or on the Purchase Date shall be payable in cash 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) If any Note Security (or portion thereof) surrendered for repurchase purchase shall not be so paid on the Repurchase Purchase Date, the principal amount of such Note Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Purchase Date at the rate per annum then currently in effectInterest Rate, and each Note Security shall remain convertible into Common Stock until the principal of such Note Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) Any Note Security which is to be repurchased purchased only in part shall be surrendered to the Company Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute execute, and deliver the Trustee shall authenticate and make available for delivery to the Holder of such Note Security without service charge, a new Note Security or NotesSecurities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal of the Note Security so surrendered that was not repurchasedsurrendered. (f) Any Holder that has All Securities delivered for purchase shall be delivered to the Company its written notice exercising its right Trustee to require be canceled at the Company to repurchase its Notes upon a Repurchase Event direction of the Trustee, which shall have dispose of 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 Company prior to the close of business on such datesame as provided in Section 2.15 hereof.

NOTICES; METHOD OF EXERCISING PURCHASE RIGHT, ETC. (a) Unless the Company shall have theretofore called for redemption all of the outstanding Notes then Outstanding pursuant to Article TwelveIII, on or before the fifth 15th day after the occurrence of a Repurchase EventChange in Control, the Company or, at the written request of the Company on or before the tenth (10th) day after receipt of such request, the Trustee, shall give to all Holders of Notes notice (the "Company Notice") of the occurrence of the Repurchase Event Change in Control and of the repurchase right set forth herein arising as a result thereof. 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: (i1) the Repurchase Event and the Repurchase Date, (ii2) the date by which the repurchase right must be exercised, (iii3) the Repurchase Price, (iv4) a description of the procedure which a Holder must follow to exercise a repurchase right, (v5) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date, (6) the Conversion Price, the date on which the right to convert the Notes to be repurchased will terminate and the places where such Notes may be surrendered for conversion, and (vi7) the place or places where such Notes are to be surrendered for payment of the Repurchase Price and accrued interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern. (b) To exercise a repurchase right, a Holder shall deliver to the Company Trustee or any Paying Agent on or before the 30th day after the date of the 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 Notes to be repurchased (and, if any Note is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Notes with respect to which the repurchase right is being exercised. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee or the Paying Agent the Repurchase Price in cash cash, for payment to the 73 80 Holder on the Repurchase Date, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised. (d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate of 5 3/4% per annum then currently in effectannum, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) Any Note which is to be repurchased only in part shall be surrendered to the Company Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered that was not repurchased. (f) Any Holder that has delivered to the Company Trustee its written notice exercising its right to require the Company to repurchase its Notes upon a Repurchase Event Change in Control 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 Company Trustee prior to the close of business on such date. A Note in respect of which a Holder is exercising its option to require repurchase upon a Change in Control may be converted into Common Stock in accordance with Article XV only if such Holder withdraws its notice in accordance with the preceding sentence.

NOTICES; METHOD OF EXERCISING PURCHASE RIGHT, ETC. (a) Unless the Company shall have theretofore called for redemption all of the outstanding Notes then Outstanding pursuant to Article TwelveIII, on or before the fifth 15th day after the occurrence of a Repurchase Event, the Company shall give to all Holders of Notes notice (the "Company Notice") of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof. Each notice of a repurchase right shall state: (i1) the Repurchase Event and the Repurchase Date, (ii2) the date by which the repurchase right must be exercised, (iii3) the Repurchase Price, (iv4) a description of the procedure which a Holder must follow to exercise a repurchase right, (v5) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date, (6) the Conversion Price, the date on which the right to convert the Notes to be repurchased will terminate and the place where such Notes may be surrendered for conversion, and (vi7) the place where such Notes are to be surrendered for payment of the Repurchase Price and accrued interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern. (b) To exercise a repurchase right, a Holder shall deliver to the Company on or before the 30th day after the date of the 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 Notes to be repurchased (and, if any Note is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Notes with respect to which the repurchase right is being exercised. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash to the 73 80 Holder on the Repurchase Date, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised. (d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate per annum then currently in effect, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) Any Note which is to be repurchased only in part shall be surrendered to the Company (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered that was not repurchased. (f) Any Holder that has delivered to the Company its written notice exercising its right to require the Company to repurchase its Notes upon a Repurchase 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 Company prior to the close of business on such date. A Note in respect of which a Holder is exercising its option to require repurchase upon a Repurchase Event may be converted into Common Stock in accordance with Article VII only if such Holder withdraws its notice in accordance with the preceding sentence.