Common use of Terms and Exercise of Warrants Clause in Contracts

Terms and Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrants shall be exercisable and each Holder shall have the right, which may be exercised at any time from and including October 1, 2009 and prior to or on November 30, 2009 (the “Expiration Date”), unless extended or accelerated per Section 2(c) below, to purchase from the Bank the number of Shares which the Holder may at the time be entitled to purchase on exercise of such Warrants, as identified on the Master Warrant Certificate. The Bank shall provide each Holder with a warrant exercise form (the "Exercise Form") prior to or contemporaneous with the commencement of the warrant exercise period. (b) Warrants may only be exercised for the purchase of whole Shares. Warrants may be exercised upon delivery to the Bank of a completed Exercise Form and upon payment to the Bank of the Warrant Exercise Price (as defined herein), for the number of Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Exercise Price shall be made by certified or official bank check, wire transfer or debit from an account at the Bank. Upon such delivery of the Exercise Form and payment of the Warrant Exercise Price as aforesaid, the Bank shall issue and cause to be delivered as promptly as possible to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the delivery of the Exercise Form and payment of the Warrant Exercise Price, as aforesaid. (c) The Bank may accelerate or extend the Expiration Date at any time, in its discretion to a date not earlier than 60 days following mailing of notice. Notice of the acceleration or extension, as applicable, shall contain the accelerated Expiration Date (the “Accelerated Expiration Date”) or the extended Expiration date (the "Extended Expiration Date"), as applicable.

Terms and Exercise of Warrants. (a) Subject to the terms of this Agreement, the each holder of Warrants shall be exercisable and each Holder shall have the right, which may be exercised at any time from and including October 1, 2009 and prior to or on November 30, 2009 during the period commencing immediately upon issuance (the “"Warrant Exercise Commencement Date"), and until 5:00 p.m., New York City time on March 15, 2010 (such time and date, the "Warrant Expiration Date”), unless extended or accelerated per Section 2(cand such period, the "Warrant Exercise Period") below, to purchase receive from the Bank Company upon payment of the exercise price (the "Exercise Price") and subject to other conditions to exercise the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to purchase receive on exercise of such Warrants; provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, as identified on or the Master Warrant Certificate. The Bank shall provide each Holder with a warrant exercise form (of such Warrants is exempt from the "Exercise Form") prior to or contemporaneous with the commencement registration requirements of the warrant Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other Persons to whom it is proposed that the Warrant Shares be issued on exercise periodof the Warrants reside. (b) Each holder of Warrants may only be exercised for the purchase of whole Shares. Warrants may be exercised upon delivery to the Bank of a completed Exercise Form and upon payment to the Bank of exercise its right, during the Warrant Exercise Price (as defined herein)Period, for to receive Warrant Shares when such holder pays in full the number of Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Exercise Price shall to the Company. The Exercise Price may be made paid (i) in cash or by certified or official bank check, check or by wire transfer or debit from to an account that the Company has designated for that purpose; (ii) by tendering Notes or Second Mortgage Notes in a principal amount, in each case, plus accrued and unpaid interest, at the Bank. Upon such delivery time of tender equal to the Exercise Form Price (a "Note Cashless Exercise"); (iii) without the payment of cash, by reducing the number of shares of Common Stock that would be obtainable upon the exercise of a Warrant and payment of the Warrant Exercise Price in cash so as aforesaid, the Bank shall issue and cause to be delivered as promptly as possible to or upon the written order of the Holder, and in such name or names as the Holder may designate, yield a certificate or certificates for the number of full Shares so purchased shares of Common Stock upon the exercise of such Warrants. Such certificate or certificates shall be deemed the Warrant equal to have been issued and any person so designated to be named therein shall be deemed to have become a holder the product of record (x) the number of such Shares shares of Common Stock for which the Warrant is exercisable as of the date of exercise (if the delivery Exercise Price were being paid in cash) and (y) the Cashless Exercise Ratio (as defined herein) (a "Warrant Cashless Exercise"); or (iv) by any combination of the methods identified in clauses (i), (ii) or (iii). The "Cashless Exercise Ratio" will equal a fraction, the numerator of which is the excess of the Fair Value (as defined in below) per share of Common Stock on the Exercise Date over the Exercise Price per share as of the Exercise Form Date and payment the denominator of which is the Fair Value per share of the Common Stock on the Exercise Date. When a holder of Warrants surrenders a Warrant Certificate representing more than one Warrant in connection with his option to elect a Warrant Cashless Exercise, the number of shares of Common Stock deliverable upon a Warrant Cashless Exercise Price, as aforesaid. (c) The Bank may accelerate or extend shall be equal to the Expiration Date at any time, in its discretion number of shares of Common Stock issuable upon the exercise of Warrants that such holder specifies are to be exercised pursuant to a date not earlier than 60 days following mailing of noticeWarrant Cashless Exercise multiplied by the Cashless Exercise Ratio. Notice All provisions of the acceleration or extension, as applicable, Agreement shall contain be applicable with respect to a surrender of a Warrant Certificate pursuant to a Warrant Cashless Exercise for less than the accelerated Expiration Date (the “Accelerated Expiration Date”) or the extended Expiration date (the "Extended Expiration Date"), as applicablefull number of Warrants represented thereby.

Terms and Exercise of Warrants. Each Warrant Certificate shall ------------------------------ evidence the right, subject to the provisions contained herein and therein, to purchase from the Company (aand the Company shall issue and sell to such Holder) one (1) fully paid and non-assessable share of the Company's Common Stock. Subject to the terms of this Agreement, the Warrants shall be exercisable and each Holder shall have the right, which may be exercised at any time from and including October 1, 2009 and prior right to or on November 30, 2009 (the “Expiration Date”), unless extended or accelerated per Section 2(c) below, to purchase receive from the Bank Company the number of fully paid and non-assessable Warrant Shares which the Holder may at the time be entitled to purchase receive on exercise of such Warrants, as identified Warrants and payment of the Exercise Price then in effect for such Warrant Shares. No payments or adjustments shall be made on account of any dividends on the Master Warrant Certificate. The Bank shall provide each Holder with a warrant Shares issuable upon exercise form (the "Exercise Form") prior to or contemporaneous with the commencement of the warrant exercise period. (b) Warrants may only be exercised for the purchase of whole SharesWarrants. Warrants A Warrant may be exercised commencing 9:00 a.m. EST on the date hereof until 5:00 p.m. EST on the Expiration Date upon delivery surrender to the Bank Company at its principal place of a completed Exercise Form business of the Warrant Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Bank Company for the account of Company of the Exercise Price, as adjusted as herein provided, for each of the Warrant Exercise Price (as defined herein), for the number of Shares in respect of which such Warrants are Warrant is then exercised. Each Warrant not exercised prior to 5:00 p.m. EST on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Payment of the aggregate Warrant Exercise Price shall be made made, at the option of the Holder, (i) by wire transfer or by certified or official bank checkcheck payable to the order of the Company, wire transfer in each case, in immediately available funds, (ii) by "Warrant Cashless Exercise," which shall mean the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Warrant Cashless Exercise) of a Warrant or debit from an account at the Bank. Upon such delivery Warrants (represented by one or more Warrant Certificates), and without payment of the Exercise Form and payment Price in cash, in return for such number of Warrant Shares equal to the Warrant Exercise Price as aforesaid, the Bank shall issue and cause to be delivered as promptly as possible to or upon the written order product of the Holder, and in such name or names as the Holder may designate, a certificate or certificates for (1) the number of full Warrant Shares so purchased upon for which such Warrant is exercisable with payment in cash of the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares aggregate Exercise Price as of the date of exercise and (2) the delivery Cashless Exercise Ratio (as defined below), (iii) by "Other Security Cashless Exercise," which shall mean the surrender of any securities of the Company (other than the Company's Common Stock or Warrants), and without payment of the Exercise Form and payment Price in cash, in an amount equal to (a) in the case where the securities so surrendered are shares of the Warrant Exercise PriceCompany's preferred stock, as aforesaid. (c) The Bank may accelerate or extend the Expiration Date at any time, in its discretion to a date not earlier than 60 days following mailing of notice. Notice aggregate liquidation preference of the acceleration preferred stock so surrendered plus all accrued and unpaid dividends thereon and (b) in the case where the securities so surrendered are certificates representing subordinated debt of the Company, the aggregate principal amount of the subordinated debt so surrendered plus all accrued and unpaid interest thereon or extension(iv) with any combination of (i), as applicable, shall contain (ii) and (iii); provided that the accelerated Expiration Date Warrant Cashless Exercise cannot be used unless and until the Company's Common Stock is listed or quoted on a recognized securities exchange or on the Nasdaq National Market (the “Accelerated Expiration Date”"NASDAQ") or traded over-the-counter (other than on the extended Expiration date (the "Extended Expiration Date"NASDAQ), as applicable.

Terms and Exercise of Warrants. (a) Subject to the terms of this Agreement, the each holder of Warrants shall be exercisable and each Holder shall have the right, which may be exercised at any time from and including October 1, 2009 and prior to or on November 30, 2009 during the period commencing immediately upon issuance (the “"Warrant Exercise Commencement Date"), and until 5:00 p.m., New York City time on March 15, 2010 (such time and date, the "Warrant Expiration Date”), unless extended or accelerated per Section 2(cand such period, the "Warrant Exercise Period") below, to purchase receive from the Bank Company upon payment of the exercise price (the "Exercise Price") and subject to other conditions to exercise the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to purchase receive on exercise of such Warrants; provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, as identified on or the Master Warrant Certificate. The Bank shall provide each Holder with a warrant exercise form (of such Warrants is exempt from the "Exercise Form") prior to or contemporaneous with the commencement registration requirements of the warrant Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other Persons to whom it is proposed that the Warrant Shares be issued on exercise periodof the Warrants reside. (b) Each holder of Warrants may only exercise its right, during the Warrant Exercise Period, to receive Warrant Shares when such holder pays in full the Exercise Price to the Company. The Exercise Price may be paid (i) in cash or by certified or official bank check or by wire transfer to an account that the Company has designated for that purpose; (ii) by tendering Notes or Second Mortgage Notes in a principal amount, in each case, plus accrued and unpaid interest, at the time of tender equal to the Exercise Price (a "Note Cashless Exercise"); (iii) without the payment of cash, by reducing the number of shares of Common Stock that would be obtainable upon the exercise of a Warrant and payment of the Exercise Price in cash so as to yield a number of shares of Common Stock upon the exercise of the Warrant equal to the product of (x) the number of shares of Common Stock for which the Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (y) the Cashless Exercise Ratio (as defined herein) (a "Warrant Cashless Exercise"); or (iv) by any combination of the methods identified in clauses (i), (ii) or (iii). The "Cashless Exercise Ratio" will equal a fraction, the numerator of which is the excess of the Fair Value (as defined in Section 11 (i)) per share of Common Stock on the Exercise Date over the Exercise Price per share as of the Exercise Date and the denominator of which is the Fair Value per share of the Common Stock on the Exercise Date. When a holder of Warrants surrenders a Warrant Certificate representing more than one Warrant in connection with his option to elect a Warrant Cashless Exercise, the number of shares of Common Stock deliverable upon a Warrant Cashless Exercise shall be equal to the number of shares of Common Stock issuable upon the exercise of Warrants that such holder specifies are to be exercised pursuant to a Warrant Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of the Agreement shall be applicable with respect to a surrender of a Warrant Certificate pursuant to a Warrant Cashless Exercise for less than the full number of Warrants represented thereby. (c) Each Warrant not exercised prior to the Warrant Expiration Date shall lapse and become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company will give notice of expiration of the Warrants not less than 45 and not more than 90 days prior to the Expiration Date to the registered holders of the then outstanding Warrants and to the Warrant Agent. If the Company fails to give such notice, the Warrants will not expire until 45 days after the Company gives notice. In no event will holders of Warrants be entitled to any damages or other remedy for the purchase Company's failure to give such notice other than any such extension. (d) In order to exercise all or any of whole Shares. the Warrants may be exercised upon delivery represented by a Warrant Certificate, (i) in the case of Definitive Warrants, the holder thereof must surrender for exercise the Warrant Certificate to the Bank Company at the office of the Warrant Agent at its corporate trust office set forth in Section 22 (which office shall be maintained in New York) hereof, or the affiliate office of the Warrant Agent (which office shall be maintained in New York), (ii) in the case of a completed Exercise Form book-entry interest in a Global Warrant, the exercising Agent Member whose name appears on a securities position listing of the Depositary as the holder of such book-entry interest must comply with the Depositary's procedures relating to the exercise of such book-entry interest in such Global Warrant and (iii) in the case of both Global Warrants and Definitive Warrants, the holder thereof or the Agent Member, as applicable, must deliver to the Company at the office of the Warrant Agent the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be medallion guaranteed by an institution which is a member of a Securities Transfer Association recognized signature guarantee program, and upon payment to the Bank Warrant Agent in New York for the account of the Company of the Exercise Price, which is set forth in the form of Warrant Exercise Price (Certificate attached hereto as defined herein)Exhibit A, as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment . (e) Subject to the provisions of the aggregate Warrant Exercise Price shall be made by certified or official bank checkSection 7 hereof, wire transfer or debit from an account at the Bank. Upon such delivery of the Exercise Form and payment of the Warrant Exercise Price as aforesaidupon compliance with clause (b) above, the Bank Company shall issue and deliver or cause to be delivered as promptly as possible with all reasonable dispatch, to or upon the written order of the Holder, a holder of Warrants and in such name or names as the Holder such holder or Agent Member may designate, a certificate or certificates for the number of full whole Warrant Shares so purchased issuable upon the exercise of such WarrantsWarrants or other securities or property to which such holder is entitled hereunder, together with cash (if any) as provided in Section 13 hereof; provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in Section 11(n) hereof, or a tender offer or an exchange offer for shares of Common Stock shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, deliver or cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence or other securities or property to which such holder is entitled hereunder, together with cash as provided in Section 13 hereof (if any). Such certificate or certificates shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the delivery surrender of the Exercise Form such Warrants and payment of the Warrant Exercise Price, as aforesaid. (cf) The Bank may accelerate or extend Warrants shall be exercisable, at the Expiration Date at any time, in its discretion to a date not earlier than 60 days following mailing of notice. Notice election of the acceleration holders thereof, either in full or extensionfrom time to time in part. If less than all the Warrants represented by a Definitive Warrant are exercised, such Definitive Warrant shall be surrendered and a new Definitive Warrant of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Definitive Warrant, registered in such name or names as applicablemay be directed in writing by the holder, and shall contain deliver the accelerated Expiration Date new Definitive Warrant to the Person or Persons entitled to receive the same. The Warrant Agent shall make such notations on Schedule A to each Global Warrant as are required to reflect any change in the number of Warrants represented by such Global Warrant resulting from any exercise in accordance with the terms hereof. (g) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the “Accelerated Expiration Date”Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all moneys received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. (h) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection upon reasonable notice by the extended Expiration date (registered holders during normal business hours at its office. The Company shall supply the "Extended Expiration Date"), Warrant Agent with such numbers of copies of this Agreement as applicablethe Warrant Agent may reasonably request from time to time.

Terms and Exercise of Warrants. (a) Subject Notwithstanding anything herein to the contrary, the terms and provisions of this Agreement, the Warrants shall be exercisable govern the method of exercise, registration, transfers and each Holder shall have the right, which may be exercised at any time from exchanges and including October 1, 2009 all other terms and prior to or on November 30, 2009 (the “Expiration Date”), unless extended or accelerated per Section 2(c) below, to purchase from the Bank the number of Shares which the Holder may at the time be entitled to purchase on exercise of such Warrants, as identified on the Master Warrant Certificate. The Bank shall provide each Holder with a warrant exercise form (the "Exercise Form") prior to or contemporaneous with the commencement provisions of the warrant exercise periodWarrants. (b) The Company shall deliver to the Warrant Agent, or as the Warrant Agent may further direct, any Warrants may only be exercised and related documentation that are delivered to the Company by any holder thereof for the purchase purpose of whole Shares. Warrants may be exercised upon delivery to the Bank of a completed Exercise Form and upon payment to the Bank of the Warrant Exercise Price (as defined herein), for the number of Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Exercise Price shall be made by certified or official bank check, wire transfer or debit from an account at the Bank. Upon such delivery of the Exercise Form and payment of the Warrant Exercise Price as aforesaid, the Bank shall issue and cause to be delivered as promptly as possible to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the delivery of the Exercise Form and payment of the Warrant Exercise Price, as aforesaidexercise. (c) The Bank may accelerate or extend the Expiration Date at any time, in its discretion to a date not earlier than 60 days following mailing Warrant Agent shall: (i) examine all notice of notice. Notice exercise of the acceleration or extension, Warrants in substantially the form as applicable, shall contain attached as Exhibit A of the accelerated Expiration Date Warrant (the “Accelerated Expiration DateExercise Notices”) and all other documents delivered to it by or on behalf of Warrant holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the extended Expiration date terms hereof; (ii) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the "Extended Expiration exercise of the Warrants exists, inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Notices received and the delivery of Warrants to the Warrant Agent; (iv) upon request of the Company, advise the Company of (A) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (B) the instructions with respect to delivery of shares of New Common Stock underlying the Warrants deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (C) such other information as the Company shall reasonably require; and (v) subject to the shares of New Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (d) The Warrant Agent shall promptly account to the Company with respect to all Warrants exercised, in whole or in part, and shall promptly forward to the Company (or into an account or accounts of the Company with the bank or trust company designated by the Company for that purpose) all monies received by the Warrant Agent on the purchase of shares through the exercise of Warrants. All such monies and any securities or other instruments from time to time received by the Warrant Agent shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent from the assets of the Warrant Agent in trust for, the Company. (e) The Warrant Agent shall record the particulars of all Warrants exercised, which shall include the names and addresses of the persons who become holders of shares on such exercise, the Exercise Date", the Exercise Price and the number of shares delivered from the shares reserved for that purpose by the Company. The Warrant Agent shall provide such particulars in writing to the Company as soon as reasonably possible after each Exercise Date. (f) The Company reserves the right to reasonably reject any and all Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on the holders of the Warrants, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Exercise Notices with regard to any particular exercise of Warrants. Except as provided in Section 3.1(c)(ii), as applicableneither the Company nor the Warrant Agent shall be under any duty to give notice to the holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice.