Section 311    Cancellation Clause Samples

Section 311    Cancellation. All Securities of any series surrendered for payment, purchase, redemption, registration of transfer or exchange shall be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Company and any Guarantor may at any time deliver to the Trustee for cancellation any Securities of any series previously authenticated and delivered hereunder which the Company or such Guarantor may have acquired in any manner whatsoever, and all Securities of any series so delivered shall be promptly canceled by the Trustee. No Securities of any series shall be authenticated in lieu of or in exchange for any Securities of that series canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities of any series held by the Trustee shall be destroyed and certification of their destruction delivered to the Company unless by a Company Order the Company shall direct that the canceled Securities of that series be returned to it. The Trustee shall provide the Company a list of all Securities of the series that have been canceled from time to time as requested by the Company.

Section 311    Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company and/or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which either of them may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder that have not been issued or sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Request, subject to applicable law.

Section 311    Cancellation. 43 cxvii TABLE OF CONTENTS (continued) PAGE Section 312. Computation of Interest.......................................................... 44 Section 313. CUSIP Numbers.................................................................... 44 Article Four CONVERSION.............................................................................. 44 Section 401. Conversion Privilege............................................................. 44 Section 402. Conversion Procedures............................................................ 48 Section 403. Fractional Shares................................................................ 51 Section 404. Taxes on Conversion.............................................................. 51 Section 405. Company to Provide Stock......................................................... 51 Section 406. Adjustment of Conversion Rate.................................................... 51 Section 407. No Adjustment.................................................................... 56 Section 408. Adjustment for Tax Purposes...................................................... 56 Section 409. Notice of Adjustment............................................................. 57 Section 410. Notice of Certain Transactions................................................... 57 Section 411. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege............................................................. 57 Section 412. Trustee's Disclaimer............................................................. 58 Section 413. Voluntary Increase............................................................... 59