Common use of Optional Redemption Upon Change of Control Clause in Contracts

Optional Redemption Upon Change of Control. In addition to the rights of the holders under Section 4(a), upon a Change of Control of the Company, the holder of this Note shall have the right, at the holder's option, to require the Company to redeem all or a portion of the Conversion Amount represented by this Note for an amount equal to 125% of the then outstanding Conversion Amount of this Note ("Change of Control Redemption Price"). No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier (a "Notice of Change of Control") to the holders. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control) and ending on the date of such Change of Control, the holders may require the Company to redeem all or a portion of the Conversion Amount of this Note then outstanding by delivering written notice thereof via facsimile and overnight courier (a "Notice of Redemption Upon Change of Control") to the Company, which Notice of Redemption Upon Change of Control shall indicate (i) the Conversion Amount the holder is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 4(b). Upon the Company's receipt of a Notice(s) of Redemption Upon Change of Control from any holders of Notes, the Company shall promptly, but in no event later than one (1) Business Day following such receipt, notify the holder of this Note by facsimile of the Company's receipt of such Notice(s) of Redemption Upon Change of Control. The Company shall deliver the applicable Change of Control Redemption Price simultaneous with the consummation of the Redemption Change of Control; provided that, if required by Section 2(d)(viii), this Note shall have been so delivered to the Company. Notwithstanding anything to the contrary in this Note (including without limitation Section 9), payments provided for in this Section 4(b) shall have priority to payments to the Company's stockholders in connection with a Change of Control.

Optional Redemption Upon Change of Control. In addition to the rights of the holders Holders of Series C Preferred Stock under Section 4(a16(a), upon a Change of Control of the Company, the holder Corporation each Holder of this Note Series C Preferred Stock shall have the right, at the holder's such Holder’s option, to require the Company Corporation to redeem all or a portion of the Conversion Amount represented by this Note for an amount such Holder’s Series C Preferred Stock at a price per Series C Preferred Stock equal to 125% the Stated Value plus all accrued but unpaid dividends thereon through the date of payment (the then outstanding Conversion Amount of this Note ("“Change of Control Redemption Price"”). No sooner than fifteen (15) 60 days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company Corporation shall deliver written notice thereof via facsimile and overnight courier (a "“Notice of Change of Control"”) to the holderseach Holder of Series C Preferred Stock. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control) and ending on the date twentieth day following Holder’s receipt of such a Notice of Change of Control, any Holder of the holders Series C Preferred Stock then outstanding may require the Company Corporation to redeem all or a portion of the Conversion Amount of this Note Holder’s Series C Preferred Stock then outstanding by delivering written notice thereof via facsimile and overnight courier (a "“Notice of Redemption Upon Change of Control"”) to the CompanyCorporation, which Notice of Redemption Upon Change of Control shall indicate (i) the Conversion Amount the holder number of Series C Preferred Stock that such Holder is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 4(b16(b). Upon the Company's Corporation’s receipt of a Notice(s) of Redemption Upon Change of Control from any holders Holder of NotesSeries C Preferred Stock, the Company Corporation shall promptly, but in no event later than one two (12) Business Day Trading Days following such receipt, notify the holder each Holder of this Note Series C Preferred Stock by facsimile of the Company's Corporation’s receipt of such Notice(s) of Redemption Upon Change of Control. The Company Corporation shall deliver the applicable Change of Control Redemption Price simultaneous with within sixty (60) days of the consummation of the Redemption Change of Control; provided that, if required by Section 2(d)(viii), this Note shall have been so delivered to the Company. Notwithstanding anything to the contrary in this Note (including without limitation Section 9), payments Payments provided for in this Section 4(b16(b) shall have priority to payments to the Company's other stockholders in connection with a Change of Control.

Optional Redemption Upon Change of Control. In addition (a) So long as any of the bonds of the 2012 4.45% Series are outstanding, the Company shall furnish written notice (a “Control Change Notice”) of a Change of Control to the registered owners of the bonds of the 2012 4.45% Series at least sixty (60) days prior to the date on which the Change of Control shall occur; provided, however, that if the Company shall not Ninth Supplemental Indenture Page 9 then have knowledge of such fact, the Company shall deliver the Control Change Notice promptly upon receipt of such knowledge. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Date) in reasonable detail, (ii) make reference to this Section 3 and the rights of the holders under Section 4(a), upon a Change of Control registered owners of the Company, bonds of the holder of this Note shall have the right, at the holder's option, 2012 4.45% Series to require the Company to redeem all or their bonds on the terms and conditions provided for herein, (iii) state that each such owner must make a portion declaration of its intent to have the Conversion Amount represented bonds held by it redeemed, (iv) specify the date by which such owner must respond to such Control Change Notice pursuant to this Note for an amount equal Section 3 in order to 125% make such declaration, and (v) the estimated Premium, if any. Upon the receipt of the then outstanding Conversion Amount such Control Change Notice or, if no Control Change Notice is given, upon receipt of this Note ("Change of Control Redemption Price"). No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation actual knowledge of a Change of Control, but each registered owner of the bonds of the 2012 4.45% Series shall have the privilege, upon written notice (the “Declaration Notice”) to the Company, of declaring all bonds of the 2012 4.45% Series held by such owner to become due and payable and thereupon such bonds shall become due and payable on such date (the “Control Change Payment Date”) as the Company shall specify in a written notice delivered to such owner, which notice shall be delivered by the Company to such owner not later than 20 days prior to the public announcement Control Change Payment Date. In the event that such Declaration Notice is served on or prior to the Change of Control Date, the Control Change Payment Date shall not be later than 30 days after the Change of Control Date or, if such Declaration Notice is not served on or prior to the Change of Control Date, the Control Change Payment Date shall not be later than 20 days after such Declaration Notice is served. The Company covenants and agrees to redeem in full on the Control Change Payment Date all bonds of the 2012 4.45% Series held by such registered owner serving such Declaration Notice to the Company. In the event that a Control Change Notice has in fact been given as hereinabove required, such Declaration Notice shall be served prior to 60 days after receipt of such Control Change Notice, and in the event that a Control Change Notice has not been given as hereinabove required, such Declaration Notice shall be served prior to 30 days after the registered owner serving such Declaration Notice shall have actual knowledge of such Change of Control. In the event that a Control Change Notice is given and a registered owner fails to provide a Declaration Notice within the time period set forth above, the Company bonds of the 2012 4.45% Series held by such registered owner shall deliver written notice thereof via facsimile not become due and overnight courier (payable as a "Notice of Change of Control") to the holders. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control) and ending on the date result of such Change of Control, the holders may require the Company to redeem all or a portion . All redemptions of bonds of the Conversion Amount of this Note then outstanding by delivering written notice thereof via facsimile and overnight courier (a "Notice of Redemption Upon Change of Control") to the Company, which Notice of Redemption Upon Change of Control shall indicate (i) the Conversion Amount the holder is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated 2012 4.45% Series pursuant to this Section 4(b). Upon 3 shall be made by the Company's receipt of a Notice(s) of Redemption Upon Change of Control from any holders of Notes, the Company shall promptly, but in no event later than one (1) Business Day following such receipt, notify the holder of this Note by facsimile payment of the Company's receipt aggregate principal amount remaining unpaid on such bonds and the accrued interest thereon to the date of such Notice(s) redemption, together with a Premium, if any, as set forth in the form of Redemption Upon Change of Control. The Company shall deliver the applicable Change of Control Redemption Price simultaneous with the consummation bond of the Redemption Change of Control; provided that, if required by Section 2(d)(viii), this Note shall have been so delivered to the Company. Notwithstanding anything to the contrary in this Note (including without limitation Section 9), payments provided for in this Section 4(b) shall have priority to payments to the Company's stockholders in connection with a Change of Control2012 4.45% Series attached as Exhibit A hereto.

Optional Redemption Upon Change of Control. In addition to the rights of the holders Holder under Section 4(a5(a), upon a Change of Control of the Company, Issuer the holder of this Note shall Holder will have the right, at the holder's Holder’s option, to require the Company Issuer to redeem all or a portion of the Conversion Amount represented by this Note for an amount Principal at a price equal to 125the sum of (i) 101% of the then outstanding Conversion Amount of this Note Principal plus ("ii) all accrued and unpaid interest with respect to such Principal (the “Change of Control Redemption Price"”). No sooner than fifteen (15) days 40 nor later than ten (10) days 30 Business Days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall Issuer will deliver written notice thereof via facsimile and overnight courier (a "Notice of Change of Control") to the holdersHolder. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice notice of Change of Control is not delivered at least ten (10) days 30 Business Days prior to a Change of Control, at any time on or after the date which is ten (10) days 30 Business Days prior to a Change of Control) and ending on and including the date that is ten Business Days prior to the date of such Change of Control, the holders Holder may require the Company Issuer to redeem all or a portion of the Conversion Amount of this Note then outstanding Principal by delivering written notice thereof via facsimile and overnight courier (a "Notice of Redemption Upon Change of Control") to the CompanyIssuer, which Notice notice of Redemption Upon Change redemption upon change of Control shall control will indicate (iA) the Conversion Amount Principal that the holder Holder is submitting for redemption, and (iiB) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 4(b). Upon the Company's Issuer’s receipt of a Notice(s) Notice of Redemption Upon Change of Control from any holders holder of Notes, the Company shall Issuer will promptly, but in no event later than one (1) Business Day following such receipt, notify the holder of this Note Holder by facsimile of the Company's Issuer’s receipt of such Notice(s) notice of Redemption Upon Change of Controlredemption. The Company shall Issuer will deliver the applicable Change of Control Redemption Price simultaneous simultaneously with the consummation of the Redemption Change of Control; provided that, if required by Section 2(d)(viii3(e), this Note shall will have been so delivered to the CompanyIssuer. Notwithstanding anything The Issuer will not enter into any binding agreement or other arrangement with respect to a Change of Control unless the contrary in this Note (including without limitation Section 9), Issuer provides that the payments provided for in this Section 4(b5(b) shall will have priority to payments to the Company's stockholders in connection with a such Change of ControlControl and the Issuer complies with such provision.

Optional Redemption Upon Change of Control. In addition to the rights of the holders Holders of Series D Preferred Stock under Section 4(a16(a), upon a Change of Control of the Company, the holder Corporation each Holder of this Note Series D Preferred Stock shall have the right, at the holder's such Holder’s option, to require the Company Corporation to redeem all or a portion of the Conversion Amount represented by this Note for an amount such Holder’s Series D Preferred Stock at a price per Series D Preferred Stock equal to 125% the Stated Value plus all accrued but unpaid dividends thereon through the date of payment (the then outstanding Conversion Amount of this Note ("“Change of Control Redemption Price"”). No sooner than fifteen (15) 60 days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company Corporation shall deliver written notice thereof via facsimile and overnight courier (a "“Notice of Change of Control"”) to the holderseach Holder of Series D Preferred Stock. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control) and ending on the date twentieth day following Holder’s receipt of such a Notice of Change of Control, any Holder of the holders Series D Preferred Stock then outstanding may require the Company Corporation to redeem all or a portion of the Conversion Amount of this Note Holder’s Series D Preferred Stock then outstanding by delivering written notice thereof via facsimile and overnight courier (a "“Notice of Redemption Upon Change of Control"”) to the CompanyCorporation, which Notice of Redemption Upon Change of Control shall indicate (i) the Conversion Amount the holder number of Series D Preferred Stock that such Holder is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 4(b16(b). Upon the Company's Corporation’s receipt of a Notice(s) of Redemption Upon Change of Control from any holders Holder of NotesSeries D Preferred Stock, the Company Corporation shall promptly, but in no event later than one two (12) Business Day Trading Days following such receipt, notify the holder each Holder of this Note Series D Preferred Stock by facsimile of the Company's Corporation’s receipt of such Notice(s) of Redemption Upon Change of Control. The Company Corporation shall deliver the applicable Change of Control Redemption Price simultaneous with within sixty (60) days of the consummation of the Redemption Change of Control; provided that, if required by Section 2(d)(viii), this Note shall have been so delivered to the Company. Notwithstanding anything to the contrary in this Note (including without limitation Section 9), payments Payments provided for in this Section 4(b16(b) shall have priority to payments to the Company's other stockholders in connection with a Change of Control.

Optional Redemption Upon Change of Control. In addition to the rights of the holders under Section 4(a), upon Upon a Change of Control of the Company, the holder of this Note each Purchaser shall have the right, at the holdersuch Purchaser's sole option, to require the Company to redeem all or a portion of the Conversion Amount represented by this Note for an amount Purchaser's Series E Senior Preferred Stock at a price per share of each Series E Senior Preferred Stock equal to 125the greater of (A) 115% of the then outstanding Stated Value (as such term is defined in the Certificate of Designations) plus all accrued but unpaid dividends thereon through the date of payment, and (B) the product of (x) a fraction, the numerator of which is the Stated Value plus all accrued but unpaid dividends thereon through the date of payment, and the denominator is the Conversion Amount Price (as such term is defined in the Certificate of this Note Designations) in effect at such time as such Purchaser delivers a Notice of Redemption Upon Change of Control (as defined below) and (y) the Volume Weighted Average Price of the Common Stock on the Trading Day immediately preceding such Change of Control (the "Change of Control Redemption Price"). No sooner than fifteen thirty (1530) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company Corporation shall deliver written notice thereof via facsimile and overnight courier (a "Notice of Change of Control") to the holderseach Purchaser who holds any Series E Senior Preferred Stock. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control) and ending on the date of such Change of Control, the holders any Purchaser may require the Company to redeem all or a portion of the Conversion Amount of this Note Purchaser's Series E Senior Preferred Stock then outstanding by delivering written notice thereof via facsimile and overnight courier (a "Notice of Redemption Upon Change of Control") to the Company, which Notice of Redemption Upon Change of Control shall indicate (i) the Conversion Amount the holder number of Series E Senior Preferred Stock that such Purchaser is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 4(b4.19(b). Upon the Company's receipt of a Notice(s) of Redemption Upon Change of Control from any holders of NotesPurchaser, the Company shall promptly, but in no event later than one two (12) Business Day Trading Days following such receipt, notify the holder of this Note each Purchaser by facsimile of the Company's receipt of such Notice(s) of Redemption Upon Change of Control. The Company shall deliver the applicable Change of Control Redemption Price simultaneous simultaneously with the consummation of the Redemption Change of Control; provided that, if required by Section 2(d)(viii), this Note shall have been so delivered to the Company. Notwithstanding anything to the contrary in this Note (including without limitation Section 9), payments provided for in this Section 4(b) shall have priority to payments to the Company's stockholders in connection with a Change of Control.