Common use of Notices to Holders Clause in Contracts

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption DateDate (unless a different notice period is specified in the Securities), the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (xviii) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee Securities Administrator shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the TrusteeSecurities Administrator, at least 15 days prior to the requested delivery date (unless the Trustee Securities Administrator consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee Securities Administrator give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 days (a Upon any adjustment pursuant to section 12 hereof in the Exercise Price per Share or in the case number of Warrant Shares issuable upon exercise of a redemption Warrant, the Corporation shall promptly but in any event within 30 days thereafter, cause to be given to each of the Warrant Holders, at its address appearing on the Warrant Register by registered mail, postage prepaid, return receipt requested, a certificate signed by its chairman, president or chief financial officer setting forth the Exercise Price per Share and the number of Warrant Shares purchasable upon exercise of a Warrant as so adjusted and describing in reasonable detail the facts accounting for such adjustment and the method of calculation used. When appropriate, such certificate may be given in advance and included as a part of the notice required to be mailed under the other provisions of this section 13. b In the event: i0 that the Corporation shall authorize the issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase Capital Stock of the Corporation or of any other subscription rights or warrants; ii0 that the Corporation shall authorize the distribution to all holders of Common Stock of evidences of its indebtedness or assets (including, without limitation, cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in Common Stock); iii0 of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the conveyance or transfer of the properties and assets of the Corporation substantially as an entirety, or of any capital reorganization or reclassification or change of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); iv0 of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; or v0 that the Corporation proposes to take any other action which would require an adjustment in the Exercise Price per Share or in the number of Warrant Shares or other securities or assets to which each holder is entitled pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, section 12 hereof; then the Company Corporation shall give in conformity with Section 11.02 a notice of redemption cause to be given to each Holder of Securities the Warrant Holders at its address appearing on the Warrant Register, at least 30 calendar days prior to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbersapplicable record date, if any, hereinafter specified, or, if no such record date is specified, 30 calendar days prior to the taking of any action referred to in clauses (i) and shall state: through (v) above (except that, if the action taken by the Corporation is an issuance described in section 12(c)(i) or (ii) hereof, then as promptly as possible but in no event later than the date that the Corporation provides public notice of such issuance), by registered mail, postage prepaid, return receipt requested, a written notice stating (i) the Redemption Date; date as of which the holders of record of Common Stock to be entitled to receive any such rights, warrants or distribution are to be determined, or (ii) the redemption price (date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or the method of calculating the redemption price); winding up is expected to become effective, or (iii) the date as of which any such other action is to be effected, and, if any Security is being redeemed in partapplicable and known to the Corporation, the portion date as of the principal amount which it is expected that holders of such Security record of Common Stock shall be entitled to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security exchange their shares for securities or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP numberother property, if any, listed in deliverable upon such notice reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s namewinding up; provided, however, that in the Company shall deliver to event that the Trustee, Corporation provides public notice of such proposed action or event specifying the information set forth above at least 15 10 days prior to the requested delivery proposed record date (unless or effective date, then the Trustee consents in writing Corporation shall be deemed to a shorter periodhave satisfied its obligation to provide notice pursuant to this section 13(b). The failure to give the notice required by this section 13 or any defect therein shall not affect the legality or validity of any distribution, an Officer’s Certificate requesting that right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up or other action referred to above, or the Trustee give vote upon any such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a)action.

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 10.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a9.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a9.03(a).

Notices to Holders. (a) At least 20 15 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Dateredemption date, the Company shall give in conformity with Section 11.02 will mail a notice of redemption to each Holder of whose Securities are to be redeemed. . (b) The notice shall will identify the Securities of the series to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall will state: (i) the Redemption Dateredemption date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Outstanding Security of any series is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Dateredemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that interest on Securities called for redemption ceases to accrue on and after the redemption date; (vii) that the redemption is for a sinking fund or optional redemption (whichever is applicable), if such is the case; (viii) the aggregate principal amount of Securities that are being redeemed; and (ix) that, unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date redemption date, and the only remaining right of the Holders of such Securities is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (bc) At the Company’s 's written request, the Trustee shall will give the notice required in this Section 10.03(a) 4.04 in the Company’s name; provided, however, that the Company shall deliver to the Trustee, 's name and at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a)its expense.

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption DateDate (unless a different notice period is specified in the applicable Securities), the Company shall give in conformity with Section 11.02 15.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and. (xviii) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee Paying Agent or Registrar shall give the notice required in Section 10.03(a10.04(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers’ Certificate requesting that the Trustee Paying Agent or Registrar give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a10.04(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 10.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (Redemption Price, or if not yet known, the method of calculating the redemption price)manner in which it will be calculated; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. The Trustee shall not be responsible for the calculation of the Redemption Price. The Company shall notify the Trustee of the Redemption Price promptly after the calculation thereof. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a9.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a9.03(a).

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption DateDate (unless a different notice period is specified in the applicable Securities), the Company shall give mail in conformity with Section 11.02 15.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a10.04(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery mailing date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a10.04(a).

Notices to Holders. Upon any adjustment pursuant to Section hereof, DIMAC Holdings shall promptly thereafter (i) cause to be filed with DIMAC Holdings a certificate of an officer of DIMAC Holdings setting forth the Warrant Number and Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, and (ii) cause to be given to each of the Holders at its address appearing on the Warrant Register written notice of such adjustments. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section. In case: (a) At DIMAC Holdings shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; (b) DIMAC Holdings shall authorize the distribution to all holders of shares of Common Stock of assets, including cash, evidences of its indebtedness, or other securities; (c) of any consolidation or merger to which DIMAC Holdings is a party and for which approval of any stockholders of DIMAC Holdings is required, or of the conveyance or transfer of the properties and assets of DIMAC Holdings substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; (d) of the voluntary or involuntary dissolution, liquidation or winding up of DIMAC Holdings; (e) DIMAC Holdings proposes to take any action that would require an adjustment to the Warrant Number or the Exercise Price pursuant to Section hereof; or (f) DIMAC Holdings proposes to take any action that would give rise to the Holders' preemptive rights as specified in the Stockholders Agreement or elsewhere. then DIMAC Holdings shall cause to be given to each of the Holders at its address appearing on the Warrant Register, at least 20 days (prior to the applicable record date hereinafter specified, or the date of the event in the case of events for which there is no record date, in accordance with the provisions of Section hereof, a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a written notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: stating (i) the Redemption Date; date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the redemption price (initial expiration date set forth in any tender offer or the method exchange offer for shares of calculating the redemption price); Common Stock, or (iii) if the date on which any Security such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is being redeemed in partexpected to become effective or consummated, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right date as of the Holders which it is expected that holders of record of shares of Common Stock shall be entitled to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness exchange such shares for securities or accuracy of the CUSIP numberother property, if any, listed in deliverable upon such notice reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent winding up. The failure to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required by this Section or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Nothing contained in Section 10.03(athis Agreement or in any Warrant Certificate shall be construed as conferring upon the Holders (prior to the exercise of such Warrants) the right to vote or to consent or to receive notice as stockholder in respect of the Company’s namemeetings of stockholders or the election of members of the board of directors of DIMAC Holdings or any other matter, or any rights whatsoever as stockholders of DIMAC Holdings; provided, however, that nothing in the Company shall deliver foregoing provision is intended to the Trustee, at least 15 days prior detract from any rights explicitly granted to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a)any Holder hereunder.

Notices to Holders. Within ten (10) days after the date the Trustee receives the notice specified in Section 3.1, the Trustee shall send to each Holder by first-class mail, postage prepaid, a notice prepared by the Issuer stating: (a) At least 20 days (or in the case of that a redemption offer is being made pursuant to Section 10.08the terms of this Indenture, 10 days) that the Holder has the right (but not more the obligation to accept such offer) and that all Notes that are timely tendered will be accepted for payment, subject to proration by the Trustee if the principal amount of Notes that the Issuer offers to redeem is less than 75 days before a the aggregate principal amount of all Notes timely tendered pursuant to the redemption offer; (b) the Redemption DatePrice, the Company shall give in conformity with Section 11.02 a notice principal amount of redemption Notes that the Issuer offers to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) redeem and shall state: (i) the Redemption Date; (iic) the redemption price (that any Notes or the method of calculating the redemption price)portions thereof not tendered or accepted for payment will continue to accrue interest; (iiid) if any Security is being redeemed that, unless the Issuer defaults in part, the portion payment of the principal amount of such Security Redemption Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to be redeemed the redemption offer shall cease to accrue interest from and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (ve) that Securities called for any Holder electing to have any Notes or portions thereof purchased pursuant to the redemption must offer will be surrendered required to surrender such Notes to the Paying Agent at the address specified in such the notice prior to collect the redemption priceclose of business on the Redemption Date; (vif) that unless the Company defaults in making any Holder electing to have Notes purchased pursuant to the redemption payment, interest on Securities called offer must specify the principal amount that is being tendered for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securitiespurchase; (viig) that any Holder of Notes whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the paragraph unpurchased portion of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemedNotes surrendered; and (xh) any condition precedent to such redemption. If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify such notice to the extent other information necessary to accord with the procedures of the Depositary applicable enable any Holder to redemptionstender Notes and to have such Notes purchased pursuant to this Section 3.2. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. If, at any time (with respect to each Holder, prior to such Holder's exercise of conversion rights), any of the following events occur: (a) At least 20 days Alderwoods declares any dividend payable in any securities upon shares of Alderwoods Common Stock or makes any distribution (other than a regular cash dividend or in the case cash distributions payable out of a redemption pursuant to Section 10.08, 10 dayssurplus or net profits legally available therefor) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issuedholders of Alderwoods Common Stock; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At Alderwoods offers to the Company’s requestholders of Alderwoods Common Stock any shares of Capital Stock of Alderwoods or any Subsidiary thereof or securities convertible into or exchangeable for shares of Capital Stock of Alderwoods or any Subsidiary thereof or any option, right or warrant to subscribe for or purchase any thereof; (c) Alderwoods distributes to the holders of Alderwoods Common Stock evidences of indebtedness or assets (including any cash dividend that would result in an adjustment under Section 14.05) of Alderwoods or any Subsidiary thereof; (d) Any reclassification of Alderwoods Common Stock, any consolidation of Alderwoods with or merger of Alderwoods into another Person, any sale, transfer or lease to another Person of all or substantially all the property of Alderwoods, or any proposal of Alderwoods to effect any of the foregoing transactions that has been publicly announced by Alderwoods; or (e) Any proposal by Alderwoods to effect a dissolution, liquidation or winding up of Alderwoods that has been publicly announced by Alderwoods; then in any one or more of such events Alderwoods will give notice of such event to the Trustee shall give and the Holders, such giving of notice required in Section 10.03(a) in to be completed at least ten calendar days prior to the Company’s namedate fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed reclassification, consolidation, merger, sale, transfer or lease, dissolution, liquidation or winding up; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give no such notice and setting forth will be required in respect of any of the information matters referred to be stated in the penultimate sentence of Section 14.05(g). Such notice will specify such record date or the date of closing the transfer books, as the case may be, for such event. Failure to mail or receive such notice as provided or any defect therein or in Section 10.03(a)the mailing thereof will not affect the validity of any action taken in connection with such event.

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 10.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (iA) the Redemption Date; (iiB) the redemption price (or the method of calculating the redemption price)Redemption Price; (iiiC) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (ivD) the name and address of the Paying Agent; (vE) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (viF) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ixG) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a9.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a9.03(a).

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption DateDate (unless a different notice period is specified in the applicable Securities), the Company shall give in conformity with Section 11.02 15.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee Paying Agent or Registrar shall give the notice required in Section 10.03(a10.04(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers’ Certificate requesting that the Trustee Paying Agent or Registrar give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a10.04(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of Securities whose Notes are to be redeemed, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. The notice Notice shall identify the Securities Notes to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security Note is being redeemed in part, the portion of the principal amount of such Security Note to be redeemed and that, after the Redemption Date, upon surrender of such SecurityNote, a new Security Note or Securities Notes in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities Notes called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;Notes; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities Notes being redeemed; and (x) any condition precedent to such redemption. If any of the Securities Notes to be redeemed is in the form of a Global SecurityNote, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a9.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a9.03(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period)Redemption Date, an Officer’s 's Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption DateDate (unless a different notice period is specified in the Securities), the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery mailing date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. Upon any adjustment of the number of Warrant Shares issuable upon exercise of one Warrant pursuant to Section 10, the Company shall promptly thereafter (i) no later than the delivery of the audit opinion of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) with respect to the then current fiscal year of the Company, cause to be filed with the Company a certificate which includes the report of such firm setting forth the number of Warrant Shares issuable upon exercise of one Warrant after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant register written notice of such adjustments by first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 12. In case: (a) At the Company shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or (b) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in shares of Common Stock or distributions referred to in subsection (a) of Section 10 hereof); or (c) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock by the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company proposes to take any action (other than actions of the character described in Section 10(a)) which would require an adjustment of the number of Warrant Shares issuable upon exercise of one Warrant pursuant to Section 10; then the Company shall cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant register, at least 20 days (or 10 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first class mail, postage prepaid, a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a written notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: stating (i) the Redemption Date; date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the redemption price (initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock by the method of calculating the redemption price); Company, or (iii) if the date on which any Security such consolidation, merger, conveyance, dissolution, liquidation or winding up is being redeemed in partexpected to become effective or consummated, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right date as of the Holders which it is expected that holders of record of shares of Common Stock shall be entitled to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness exchange such shares for securities or accuracy of the CUSIP numberother property, if any, listed in deliverable upon such notice reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent winding up. The failure to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required by this Section 12 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Nothing contained in Section 10.03(a) this Agreement or in any of the Warrant Certificates shall be construed as conferring upon the holders thereof the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 10.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed;; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a3.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period)Redemption Date, an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a3.03(a).

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption DateDate (unless a different notice period is specified in the Securities), the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee Securities Administrator shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the TrusteeSecurities Administrator, at least 15 days prior to the requested delivery mailing date (unless the Trustee Securities Administrator consents in writing to a shorter period), an Officer’s Officers’ Certificate requesting that the Trustee Securities Administrator give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 As provided in Section 3.04, within 15 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption after an Asset Sale Offer Date, the Company shall give in conformity with Section 11.02 mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed. Holder. (b) The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i1) that an Asset Sale Offer is being made pursuant to Section 3.04 and the length of time the Asset Sale Offer will remain open; (2) the Redemption purchase price and the Asset Sale Payment Date; (ii3) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security Notes the Company is offering to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issuedpurchase; (iv4) the name and address of the Paying Agentthat any Note not tendered or accepted for payment will continue to accrue interest; (v5) that Securities called any Note accepted for redemption must be surrendered payment pursuant to the Asset Sale Offer shall cease to accrue interest on the Asset Sale Payment Date; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Note completed, to the Company, a depository if appointed by the Company or a Paying Agent at the address specified in such the notice prior to collect termination of the redemption priceAsset Sale Offer; (vi7) that unless Holders will be entitled to withdraw their election if the Company defaults in making Company, depository or Paying Agent, as the redemption paymentcase may be, interest on Securities called for redemption ceases to accrue on and after receives, not later than the Redemption Date and the only remaining right expiration of the Holders is to receive payment Asset Sale Offer Period, or such longer period as may be required by law, a telegram, facsimile transmission or letter setting forth the name of the redemption price upon surrender to Holder, the Paying Agent principal amount of the SecuritiesNote the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have the Note purchased; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number8) that, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemedNotes surrendered by Holders exceeds the aggregate principal amount of Notes offered to be purchased, the Company shall select the Notes to be purchased on a pro rata basis or by lot (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof shall be purchased); (9) that Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; and (x10) any condition precedent the instructions that Holders must follow to such redemption. If any of the Securities to be redeemed 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 to redemptionstender their Notes. (bc) At the Company’s 's written request, the Trustee shall give the any notice required in this Section 10.03(a) 3.02 in the Company’s name's name and at its expense; provided, however, that the Company shall deliver to the Trustee, at least 15 days Trustee on or prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), fifth day following an Officer’s Asset Sale Offer Date an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this Section 10.03(a)3.02.

Notices to Holders. (a) At least 20 days If ASSIGNOR's right to convey any of the Property to ASSIGNEE is subject to third party preferential purchase rights, rights of first refusal, or similar rights (collectively, "Preferential Rights"), or third party consents to assign or similar rights, excluding consents ordinarily obtained after Closing and consents on hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements ("Consents"), ASSIGNOR shall use reasonable efforts to (i) notify the holders of the Preferential Rights and Consents that it intends to transfer the Property to ASSIGNEE, (ii) provide them with any information about the transfer of the Property to which they are entitled, and (iii) in the case of a redemption pursuant Consents, ask the holders of the Consents to Section 10.08, 10 daysconsent to the assignment of the affected Property to ASSIGNEE. (b) but not more than 75 days before a Redemption Date, the Company ASSIGNOR shall give in conformity with Section 11.02 a notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: promptly notify ASSIGNEE whether (i) the Redemption Date; any Preferential Rights are exercised or waived, (ii) the redemption price (any Consents are denied, or the method of calculating the redemption price); (iii) if the requisite time periods have elapsed and any Security is being redeemed in partPreferential Rights are deemed waived or Consents deemed given by the lapse of such requisite time periods under the applicable agreements. (c) If any Preferential Rights are exercised, the portion of the principal amount of such Security to Property burdened by the exercised Preferential Right shall be redeemed excluded, and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to Purchase Price shall be adjusted by the unredeemed portion will be issued; (iv) the name and address Allocated Value of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right excluded portion of the Holders is Property. ASSIGNOR will not be liable to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or ASSIGNEE if any Preferential Rights are exercised, or any Consents are denied, except as expressly provided in this Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions5.5. (bd) At the Company’s request, the Trustee shall give the notice required in Upon ASSIGNOR's receipt of all responses to its notices to Preferential Rights holders under Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period5.5.1(a), an Officer’s Certificate requesting that or such holders' requisite response times have elapsed, if the Trustee give such notice and setting forth portion of the information Property to be stated in such notice as provided in excluded pursuant to Section 10.03(a).5.5.1

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 10.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a3.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period)Redemption Date, an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a3.03(a).

Notices to Holders. (a) At least 20 days If SELLER’s right to convey any of the Property to BUYER is subject to third party preferential purchase rights, rights of first refusal, or similar rights (collectively, “Preferential Rights”), or third party consents to assign or similar rights, excluding consents ordinarily obtained after Closing (“Consents”), SELLER shall (i) notify the holders of the Preferential Rights and Consents that it intends to transfer the Property to BUYER, (ii) provide them with any information about the transfer of the Property to which they are entitled, and (iii) in the case of a redemption pursuant to Section 10.08Consents, 10 days) but not more than 75 days before a Redemption Date, request the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion holders of the principal amount Consents to consent to the assignment of such Security the affected Property to be redeemed and thatBUYER, in each case, within five (5) business days after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section execution date of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptionsAgreement. (b) At or before Closing, SELLER shall notify BUYER whether (i) any Preferential Rights are exercised or waived, (ii) any Consents are granted or denied or cannot be obtained before Closing, or (iii) the Company’s requestrequisite time periods have elapsed and any Preferential Rights are deemed waived or Consents deemed given by the lapse of such requisite time periods under the applicable agreements. (c) If any Preferential Rights are exercised, the Trustee portion of the Property burdened by the exercised Preferential Right shall give be excluded, and the notice required in Purchase Price shall be adjusted by the Allocated Value of the excluded portion of the Property. SELLER will not be liable to BUYER if any Preferential Rights are exercised, or any Consents are denied, except for the Purchase Price adjustment herein provided. BUYER shall be obliged to close on all other portions of the Property, subject to Section 10.03(a5.4.2. (d) in the CompanyUpon SELLER’s name; provided, however, that the Company shall deliver receipt of all responses to the Trustee, at least 15 days prior its notices to the requested delivery date (unless the Trustee consents in writing to a shorter periodPreferential Rights holders under Section 5.4.1(a), an Officer’s Certificate requesting that or such holders’ requisite response times have elapsed, if the Trustee give such notice and setting forth portion of the information Property to be stated in excluded pursuant to Section 5.4.1(c) exceeds 30% (thirty percent) of the Purchase Price, SELLER shall notify BUYER of the portions of the Property to be excluded pursuant to Section 5.4.1(c) and the Allocated Value thereof. Upon receipt of such notice, BUYER may terminate this Agreement, and neither party will have any further obligation to conclude the transfer of the Property under this Agreement. In order to exercise this termination right, BUYER must give SELLER notice as provided in of its intention to terminate within four (4) business days following the day on which BUYER receives SELLER’s notice under this Section 10.03(a5.4.1(d).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption DateDate (unless a different notice period is specified in the applicable Securities), except that notice may be given more than 60 days before the applicable redemption date in connection with a defeasance or satisfaction and discharge pursuant to Section 7.01, Section 7.02 or Section 7.03, the Company shall give mail in conformity with Section 11.02 14.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including the series, issue date CUSIP, ISIN or similar numbers, if any, interest rate, maturity date and certificate number) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (xviii) any condition precedent with respect to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a10.04(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery mailing date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a10.04(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 10.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a9.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a9.03(a).

Notices to Holders. If, at any time (with respect to each Holder, prior to such Holder's exercise of conversion rights), any of the following events occur: (a) At least 20 days LGII declares any dividend payable in any securities upon shares of LGII Common Stock or makes any distribution (other than a regular cash dividend or in the case cash distributions payable out of a redemption pursuant to Section 10.08, 10 dayssurplus or net profits legally available therefor) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issuedholders of LGII Common Stock; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At LGII offers to the Company’s requestholders of LGII Common Stock any shares of Capital Stock of LGII or any Subsidiary thereof or securities convertible into or exchangeable for shares of Capital Stock of LGII or any Subsidiary thereof or any option, right or warrant to subscribe for or purchase any thereof; (c) LGII distributes to the holders of LGII Common Stock evidences of indebtedness or assets (including any cash dividend that would result in an adjustment under Section 14.05) of LGII or any Subsidiary thereof; (d) Any reclassification of LGII Common Stock, any consolidation of LGII with or merger of LGII into another Person, any sale, transfer or lease to another Person of all or substantially all the property of LGII, or any proposal of LGII to effect any of the foregoing transactions that has been publicly announced by LGII; or (e) Any proposal by LGII to effect a dissolution, liquidation or winding up of LGII that has been publicly announced by LGII; then in any one or more of such events LGII will give notice of such event to the Trustee shall give and the Holders, such giving of notice required in Section 10.03(a) in to be completed at least ten calendar days prior to the Company’s namedate fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed reclassification, consolidation, merger, sale, transfer or lease, dissolution, liquidation or winding up; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give no such notice and setting forth will be required in respect of any of the information matters referred to be stated in the penultimate sentence of Section 14.05(g). Such notice will specify such record date or the date of closing the transfer books, as the case may be, for such event. Failure to mail or receive such notice as provided or any defect therein or in Section 10.03(a)the mailing thereof will not affect the validity of any action taken in connection with such event.

Notices to Holders. (a) At least 20 days (Nothing contained in this Agreement or in any of the case Underwriter's Warrants shall be construed as conferring upon the Holders thereof the right to vote or to receive dividends or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company; PROVIDED, HOWEVER, that if a redemption pursuant meeting of shareholders shall be called to Section 10.08consider and take action on a proposal for the voluntary dissolution of the Company, 10 days) but not more other than 75 days before in connection with a Redemption Dateconsolidation, merger or sale of all, or substantially all, of its property, assets, business and goodwill as an entirety, then and in that event the Company shall give in conformity with Section 11.02 cause a notice of redemption to each Holder of Securities thereof to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIPsent by first-class mail, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trusteepostage prepaid, at least 15 days prior to the requested delivery date fixed as a record date or the date of closing the transfer books in relation to such meeting, to each registered Holder of Underwriter's Warrants at such Holder's address appearing on the Underwriter's Warrant register; but failure to mail or to receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any action taken in connection with such voluntary dissolution. If such notice shall have been so given and if such a voluntary dissolution shall be authorized at such meeting or any adjournment thereof, then from and after the date on which such voluntary dissolution shall have been duly authorized by the shareholders, the purchase rights represented by the Underwriter's Warrants and all other rights with respect thereto shall cease and terminate. (unless b) If the Trustee consents Company intends to make any distribution on its Common Stock (or other securities which may be purchasable in writing to a shorter periodlieu thereof upon the exercise of Underwriter's Warrants), an Officer’s Certificate requesting that including, without limitation, any such distribution to be made in connection with a consolidation or merger in which the Trustee give Company is the continuing corporation, or to issue subscription rights or warrants to holders of its Common Stock, the Company shall cause a notice of its intention to make such distribution to be sent by first-class mail, postage prepaid, at least 15 days prior to the date fixed as a record date or the date of closing the transfer books in relation to such distribution, to each registered Holder of Underwriter's Warrants at such Holder's address appearing on the Underwriter's Warrant register, but failure to mail or to receive such notice and setting forth or any defect therein or in the information to be stated mailing thereof shall not affect the validity of any action taken in connection with such notice as provided in Section 10.03(a)distribution.

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of the applicable series of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities of the relevant series in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Dateredemption date, the Company shall give in conformity with Section 11.02 mail a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i1) the Redemption Dateredemption date; (ii2) the redemption price (or the method of calculating the redemption price); (iii3) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Dateredemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv4) the name and address of the Paying Agent; (v5) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi6) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securitiesdate; (vii7) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; and (8) the aggregate principal amount of Securities that are being redeemed. (b) If the Company determines to make an Asset Sale Offer as provided in Section 3.8, the Company shall promptly mail a notice to each Holder. The Notice shall state: (1) that an Asset Sale Offer is being made pursuant to Section 3.8 and the length of time the Asset Sale Offer will remain open; (viii2) that no representation is made as to the correctness or accuracy of purchase price and the CUSIP number, if any, listed in such notice or printed on the SecuritiesAsset Sale Payment Date; (ix3) the aggregate principal amount of Securities being redeemedthe Company is offering to purchase; (4) that any Security not tendered or accepted for payment will continue to accrue interest; (5) that any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on the Asset Sale Payment Date; (6) that Holders electing to have a Security purchased pursuant to any Asset Sale Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to expiration of the Asset Sale Offer Period; (7) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Asset Sale Offer Period, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; (8) that, if the aggregate principal amount of Securities surrendered by Holders exceeds the aggregate principal amount of Securities offered to be purchased, the Trustee shall select the Securities to be purchased by lot (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased); and (x9) any condition precedent that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to such redemption. If any the unpurchased portion of the Securities to be redeemed 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 to redemptionssurrendered. (bc) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a3.3(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).or 3.3

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities of each series being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s 's Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 days (or in the case Upon any adjustment of a redemption Component Price or of a Component Number pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date9 or 10, the Company shall give promptly, but in conformity with Section 11.02 a notice of redemption any event within 10 days thereafter, cause to be given to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIPHolders, ISIN or similar numbersby registered mail, if any) postage prepaid, a certificate signed by its chief financial officer setting forth the adjusted Component Number and/or Component Price and shall state: (i) describing in reasonable detail the Redemption Date; (ii) the redemption price (or facts accounting for such adjustment and the method of calculating the redemption price); (iii) if any Security is being redeemed calculation used. Where appropriate, such certificate may be given in part, the portion advance and included as a part of the principal amount of such Security notice required to be redeemed and that, after mailed under the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section other provisions of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptionsSection 12. (b) At In the Company’s requestevent (i) the Company Announces a Major Music Transaction, (ii) of the voluntary or involuntary dissolution, liquidation or winding up of any Purchaser Entity or (iii) any Purchaser Entity takes any action which would require an adjustment to the Component Number pursuant to Section 9 or 10, then and in each such event the Company shall cause to be given to each of the Holders, promptly after any Announcement of a Major Music Transaction or any applicable record date (or as expeditiously as possible after the occurrence of any involuntary dissolution, liquidation or winding up referred to in clause (ii) above), by registered mail, postage prepaid, a written notice stating the date on which any such Major Music Transaction, dissolution, liquidation, winding up or other action is expected to become effective (or has become effective, in the case of any involuntary dissolution, liquidation or winding up). Upon reasonable request by any Holder, the Trustee Company shall provide information regarding any Announced or completed Major Music Transaction. The Company shall also provide 10 Business Days’ advance notice of the closing of a Major Music Transaction. (c) The Warrant Holders shall in any event be promptly provided with all historical periodic financial information provided by the Company to any or all of the Investors in their capacity as shareholders of Capital Stock pursuant to any contractual requirement, subject to reasonable and appropriate confidentiality provisions. (d) The failure to give the notice required in by this Section 10.03(a) in 12 or any defect therein shall not affect the Company’s name; providedlegality or validity of any distribution, howeverright, that warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a)vote upon any action.

Notices to Holders. Within ten (10) days after the date the Trustee receives the notice specified in Section 3.01, the Trustee shall send to each Holder by first-class mail, postage prepaid, a notice prepared by the Issuer stating: (a) At least 20 days (or in the case of that a redemption offer is being made pursuant to Section 10.08the terms of this Indenture, 10 days) that the Holder has the right (but not more the obligation to accept such offer) and that all Installment Notes that are timely tendered will be accepted for payment, subject to proration by the Trustee if the principal amount of Installment Notes that the Issuer offers to redeem is less than 75 days before a the aggregate principal amount of all Installment Notes timely tendered pursuant to the redemption offer; (b) the Redemption DatePrice, the Company shall give in conformity with Section 11.02 a notice principal amount of redemption Installment Notes that the Issuer offers to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) redeem and shall state: (i) the Redemption Date; (iic) the redemption price (that any Installment Notes or the method of calculating the redemption price)portions thereof not tendered or accepted for payment will continue to accrue interest; (iiid) if any Security is being redeemed that, unless the Issuer defaults in part, the portion payment of the principal amount of such Security Redemption Price with respect thereto, all Installment Notes or portions thereof accepted for payment pursuant to be redeemed the redemption offer shall cease to accrue interest from and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (ve) that Securities called for any Holder electing to have any Notes or portions thereof purchased pursuant to the redemption must offer will be surrendered required to surrender such Notes to the Paying Agent at the address specified in such the notice prior to collect the redemption priceclose of business on the Redemption Date; (vif) that unless the Company defaults in making any Holder electing to have Installment Notes purchased pursuant to the redemption payment, interest on Securities called offer must specify the principal amount that is being tendered for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securitiespurchase; (viig) that any Holder of Installment Notes whose Installment Notes are being purchased only in part will be issued new Installment Notes equal in principal amount to the paragraph unpurchased portion of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness Installment Note or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemedNotes surrendered; and (xh) any condition precedent to such redemption. If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify such notice to the extent other information necessary to accord with the procedures of the Depositary applicable enable any Holder to redemptionstender Installment Notes and to have such Installment Notes purchased pursuant to this Section 3.02. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. Upon any adjustment of the number of Warrant Shares issuable upon exercise of one Warrant pursuant to Section 10, the Company shall promptly thereafter (i) no later than the delivery of the audit opinion of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) with respect to the then current fiscal year of the Company, cause to be filed with the Company a certificate which includes the report of such firm setting forth the number of Warrant Shares issuable upon exercise of one Warrant after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered Holders of the Warrant Certificates at such Holder's address appearing on the Warrant register written notice of such adjustments by first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 12. In case: (a) At the Company shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or (b) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in shares of Common Stock or distributions referred to in subsection (a) of Section 10 hereof); or (c) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock by the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company proposes to take any action (other than actions of the character described in Section 10(a)) which would require an adjustment of the number of Warrant Shares issuable upon exercise of one Warrant pursuant to Section 10; then the Company shall cause to be given to each of the registered Holders of the Warrant Certificates at such Holder's address appearing on the Warrant register, at least 20 days (or 10 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first class mail, postage prepaid, a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a written notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: stating (i) the Redemption Date; date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the redemption price (initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock by the method of calculating the redemption price); Company, or (iii) if the date on which any Security such consolidation, merger, conveyance, dissolution, liquidation or winding up is being redeemed in partexpected to become effective or consummated, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right date as of the Holders which it is expected that holders of record of shares of Common Stock shall be entitled to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness exchange such shares for securities or accuracy of the CUSIP numberother property, if any, listed in deliverable upon such notice reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent winding up. The failure to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required by this Section 12 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Nothing contained in Section 10.03(a) this Agreement or in any of the Warrant Certificates shall be construed as conferring upon the Holders thereof the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities of each series being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption DateDate (unless a different notice period is specified in the applicable Securities), except that notice may be given more than 60 days before the applicable redemption date in connection with a defeasance or satisfaction and discharge pursuant to Section 7.01, Section 7.02 or Section 7.03, the Company shall give mail in conformity with Section 11.02 14.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including the series, issue date CUSIP, ISIN or similar numbers, if any, interest rate, maturity date and certificate number) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the SecuritiesSecurity; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent with respect to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a10.04(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 5 days prior to the requested delivery mailing date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a10.04(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities of each series being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date Redemption Date (unless the Trustee consents in writing to a shorter periodperiod at least 30 days prior to the Redemption Date), an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 days (a Upon any adjustment pursuant to section 12 hereof in the Exercise Price per Share or in the case number of Warrant Shares issuable upon exercise of a redemption Warrant, the Corporation shall promptly but in any event within 30 days thereafter, cause to be given to each of the Warrant Holders, at its address appearing on the Warrant Register by registered mail, postage prepaid, return receipt requested, a certificate signed by its chairman, president or chief financial officer setting forth the Exercise Price per Share and the number of Warrant Shares purchasable upon exercise of a Warrant as so adjusted and describing in reasonable detail the facts accounting for such adjustment and the method of calculation used. When appropriate, such certificate may be given in advance and included as a part of the notice required to be mailed under the other provisions of this section 13. b In the event: i0 that the Corporation shall authorize the issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase Capital Stock of the Corporation or of any other subscription rights or warrants; ii0 that the Corporation shall authorize the distribution to all holders of Common Stock of evidences of its indebtedness or assets (including, without limitation, cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in Common Stock); iii0 of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the conveyance or transfer of the properties and assets of the Corporation substantially as an entirety, or of any capital reorganization or reclassification or change of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); iv0 of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; or iv0 that the Corporation proposes to take any other action which would require an adjustment in the Exercise Price per Share or in the number of Warrant Shares or other securities or assets to which each holder is entitled pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, section 12 hereof; then the Company Corporation shall give in conformity with Section 11.02 a notice of redemption cause to be given to each Holder of Securities the Warrant Holders at its address appearing on the Warrant Register, at least 30 calendar days prior to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbersapplicable record date, if any, hereinafter specified, or, if no such record date is specified, 30 calendar days prior to the taking of any action referred to in clauses (i) and shall state: through (v) above (except that, if the action taken by the Corporation is an issuance described in section 12(c)(i) or (ii) hereof, then as promptly as possible but in no event later than the date that the Corporation provides public notice of such issuance), by registered mail, postage prepaid, return receipt requested, a written notice stating (i) the Redemption Date; date as of which the holders of record of Common Stock to be entitled to receive any such rights, warrants or distribution are to be determined, or (ii) the redemption price (date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or the method of calculating the redemption price); winding up is expected to become effective, or (iii) the date as of which any such other action is to be effected, and, if any Security is being redeemed in partapplicable and known to the Corporation, the portion date as of the principal amount which it is expected that holders of such Security record of Common Stock shall be entitled to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security exchange their shares for securities or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP numberother property, if any, listed in deliverable upon such notice reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s namewinding up; provided, however, that in the Company shall deliver to event that the Trustee, Corporation provides public notice of such proposed action or event specifying the information set forth above at least 15 10 days prior to the requested delivery proposed record date (unless or effective date, then the Trustee consents in writing Corporation shall be deemed to a shorter periodhave satisfied its obligation to provide notice pursuant to this section 13(b). The failure to give the notice required by this section 13 or any defect therein shall not affect the legality or validity of any distribution, an Officer’s Certificate requesting that right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up or other action referred to above, or the Trustee give vote upon any such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a)action.

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities of each series being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 45 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period)Redemption Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 25 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice Notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price)Redemption Price; (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 30 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period)Redemption Date, an Officer’s 's Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Dateredemption date, the Company shall give in conformity with Section 11.02 mail a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i1) the Redemption Dateredemption date; (ii2) the redemption price (or the method of calculating the redemption price); (iii3) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Dateredemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv4) the name and address of the Paying Agent; (v5) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi6) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and redemption date (unless the only remaining right of the Holders is Company defaults on its obligation to receive payment of the redemption price upon surrender to the Paying Agent of the repurchase Securities); (vii7) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; and (8) the aggregate principal amount of Securities that are being redeemed. (b) If the Company determines to make an Asset Sale Offer as provided in Section 3.8, the Company shall promptly mail a notice to each Holder. The Notice shall state: (1) that an Asset Sale Offer is being made pursuant to Section 3.8 and the length of time the Asset Sale Offer will remain open; (viii2) that no representation is made as to the correctness or accuracy of purchase price and the CUSIP number, if any, listed in such notice or printed on the SecuritiesAsset Sale Payment Date; (ix3) the aggregate principal amount of Securities being redeemedthe Company is offering to purchase; (4) that any Security not tendered or accepted for payment will continue to accrue interest; (5) that any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on the Asset Sale Payment Date; (6) that Holders electing to have a Security purchased pursuant to any Asset Sale Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to expiration of the Asset Sale Offer Period; (7) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Asset Sale Offer Period, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; (8) that, if the aggregate principal amount of Securities surrendered by Holders exceeds the aggregate principal amount of Securities offered to be purchased, the Trustee shall select the Securities to be purchased on a pro rata basis, unless such method is otherwise prohibited (in which case the Securities to be purchased shall be selected by lot or in such other manner as the Trustee shall deem fair and equitable); and (x9) any condition precedent that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to such redemption. If any the unpurchased portion of the Securities to be redeemed 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 to redemptionssurrendered. (bc) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a3.3(a) in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).or 3.3

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery mailing date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).. -44-

Notices to Holders. (a) At least 20 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, unless a different notice period is provided in the Securities, the Company shall give mail in conformity with Section 11.02 a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar CUSIP numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price Redemption Price (or the method of calculating the redemption priceRedemption Price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption priceRedemption Price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price Redemption Price upon surrender to the Paying Agent of the Securities;; and (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At the Company’s 's request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s 's name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery mailing date (unless the Trustee consents in writing to a shorter period), an Officer’s Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).

Notices to Holders. (a) At least 20 As provided in Section 3.04, within 15 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption after an Asset Sale Offer Date, the Company shall give in conformity with Section 11.02 mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed. Holder. (b) The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i1) that an Asset Sale Offer is being made pursuant to Section 3.04 and the length of time the Asset Sale Offer will remain open; (2) the Redemption purchase price and the Asset Sale Payment Date; ; (ii3) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security Notes the Company is offering to purchase; (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on the Asset Sale Payment Date; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer will be redeemed and thatrequired to surrender the Note, after with the Redemption Dateform entitled "Option of Holder to Elect Purchase" on the reverse side of the Note completed, upon surrender of such Securityto the Company, a new Security depository if appointed by the Company or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the a Paying Agent at the address specified in such the notice prior to collect termination of the redemption price; Asset Sale Offer; (vi7) that unless Holders will be entitled to withdraw their election if the Company defaults in making Company, depository or Paying Agent, as the redemption paymentcase may be, interest on Securities called for redemption ceases to accrue on and after receives, not later than the Redemption Date and the only remaining right expiration of the Holders is to receive payment Asset Sale Offer Period, or such longer period as may be required by law, a telegram, facsimile transmission or letter setting forth the name of the redemption price upon surrender to Holder, the Paying Agent principal amount of the Securities; Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number8) that, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any Notes surrendered by Holders exceeds the aggregate principal amount of the Securities Notes offered to be redeemed is in the form of a Global Securitypurchased, then the Company shall modify select the Notes to be purchased on a pro rata basis or by lot (with such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless the Trustee consents in writing to a shorter periodbe purchased), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).;

Notices to Holders. (a) At least 20 30 days (or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 60 days before a Redemption Dateredemption date, the Company shall give in conformity with Section 11.02 mail a notice of redemption to each Holder of whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) 1. the redemption price (or the method of calculating date; 2. the redemption price); (iii) ; 3. if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Dateredemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) ; 4. the name and address of the Paying Agent; (v) ; 5. that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) ; 6. that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and redemption date (unless the only remaining right of the Holders is Company defaults on its obligation to receive payment of the redemption price upon surrender to the Paying Agent of the repurchase Securities; (vii) ); 7. the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) ; and 8. the aggregate principal amount of Securities that are being redeemed; and (x) any condition precedent to such redemption. If any of the Securities to be redeemed 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 to redemptions. (b) At If the Company determines to make an Asset Sale Offer as provided in Section 3.8, the Company shall promptly mail a notice to each Holder. The Notice shall state: 1. that an Asset Sale Offer is being made pursuant to Section 3.8 and the length of time the Asset Sale Offer will remain open; 2. the purchase price and the Asset Sale Payment Date; 3. the aggregate principal amount of Securities the Company is offering to purchase; 4. that any Security not tendered or accepted for payment will continue to accrue interest; 5. that any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on the Asset Sale Payment Date; 6. that Holders electing to have a Security purchased pursuant to any Asset Sale Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Security completed, to the Company’s request, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to expiration of the Asset Sale Offer Period; 7. that Holders will be entitled to withdraw their election if the Company, Depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Asset Sale Offer Period, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; 8. that, if the aggregate principal amount of Securities surrendered by Holders exceeds the aggregate principal amount of Securities offered to be purchased, the Trustee shall give select the notice required Securities to be purchased on a pro rata basis, unless such method is otherwise prohibited (in Section 10.03(a) which case the Securities to be purchased shall be selected by lot or in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the requested delivery date (unless such other manner as the Trustee consents in writing to a shorter periodshall deem fair and equitable), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 10.03(a).; and

Notices to Holders. (a) At least 20 days (Nothing contained in this Agreement or in the case of a redemption pursuant to Section 10.08, 10 days) but not more than 75 days before a Redemption Date, the Company shall give in conformity with Section 11.02 a notice of redemption to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed (including CUSIP, ISIN or similar numbers, if any) and shall state: (i) the Redemption Date; (ii) the redemption price (or the method of calculating the redemption price); (iii) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; (iv) the name and address of the Paying Agent; (v) that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; (vi) that unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities; (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities are being redeemed; (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; (ix) the aggregate principal amount of Securities being redeemed; and (x) any condition precedent to such redemption. If any of the Securities Underwriter Warrants shall be construed as conferring upon the Holders thereof the right to be redeemed is vote or to receive dividends or to consent or to receive notice as shareholders in respect of the form meetings of a Global Security, then shareholders or the election of directors of the Company shall modify such notice to the extent necessary to accord with the procedures or any other matter, or any rights whatsoever as shareholders of the Depositary applicable to redemptions. (b) At the Company’s request, the Trustee shall give the notice required in Section 10.03(a) in the Company’s name; provided, however, that in the event that a meeting of shareholders shall be called to consider and take action on a proposal for the voluntary dissolution of the Company, other than in connection with a consolidation, merger or sale of all, or substantially all, or its property, assets, business and good will as an entirety. then and in that event the Company shall deliver cause a notice thereof to the Trustee, be sent at least 15 twenty (20) days prior to the requested delivery date filed as a record date or the date of closing, the transfer books in relation to such meeting, to each registered Holder of Underwriter Warrants at such Holder’s address appearing in the Underwriter Warrant Register; but failure to mail or to receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any action taken in connection with such voluntary dissolution. If such notice shall have been so given and if such a voluntary dissolution shall be authorized at such meeting or any adjournment thereof, then from and after the date on which such voluntary dissolution shall have been duly authorized by the shareholders, the purchase rights represented by the Underwriter Warrants and all other rights with respect thereto shall cease and terminate. (unless b) In the Trustee consents event the Company intends to make any distribution on its Common Shares (or other securities which may be issuable in writing to a shorter periodlieu thereof upon the exercise of Underwriter Warrants), an Officerincluding, without limitation, any such distribution to be made in connection with a consolidation or merger in which the Company is the continuing corporation, or to issue subscription rights or warrants to holders of its Common Shares, the Company shall cause a notice of its intention to make such distribution to be sent by first-class mail, postage prepaid, at least twenty (20) days prior to the date fixed as a record date or the date of closing the transfer books in relation to such distribution, to each registered Holder of Underwriter Warrants at such Holder’s Certificate requesting that address appearing, on the Trustee give Underwriter Warrant Register, but failure to mail or to receive such notice and setting forth or any defect therein or in the information to be stated mailing thereof shall not affect the validity of any action taken in correction with such notice as provided in Section 10.03(a)distribution.