ONLY IN PART SHALL BE DELIVERED PURSUANT TO THIS SECTION 3.8 (WITH, IF
THE COMPANY OR THE TRUSTEE SO REQUIRES, DUE ENDORSEMENT BY, OR A WRITTEN
INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE COMPANY AND THE TRUSTEE DULY
EXECUTED BY, THE HOLDER THEREOF OR ITS ATTORNEY DULY AUTHORIZED IN WRITING), AND
THE COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL AUTHENTICATE AND MAKE AVAILABLE
FOR DELIVERY TO THE HOLDER OF SUCH SECURITY WITHOUT SERVICE CHARGE, A NEW
SECURITY OR SECURITIES, OF ANY AUTHORIZED DENOMINATION AS REQUESTED BY SUCH
HOLDER, OF THE SAME TENOR AND IN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE PORTION
OF SUCH SECURITY NOT SUBMITTED FOR REPURCHASE AT HOLDER'S OPTION.
IF ANY
SECURITY SUBMITTED FOR PARTIAL REPURCHASE AT HOLDER'S OPTION IS CONVERTED IN
PART, THE PRINCIPAL OF SUCH SECURITY SUBJECT TO REPURCHASE AT HOLDER'S OPTION
SHALL BE REDUCED BY THE PRINCIPAL AMOUNT OF SUCH SECURITY THAT IS CONVERTED.
(J)
IF
ANY SECURITY SHALL NOT BE FULLY AND DULY PAID UPON SURRENDER
THEREOF FOR REPURCHASE AT HOLDER'S OPTION UPON A CHANGE OF CONTROL, THE
PRINCIPAL OF, AND ACCRUED AND UNPAID INTEREST ON, SUCH SECURITY SHALL, UNTIL
PAID, BEAR INTEREST FROM THE REPURCHASE DATE AT THE RATE BORNE BY SUCH SECURITY
ON THE PRINCIPAL AMOUNT OF SUCH SECURITY, AND SUCH SECURITY SHALL CONTINUE TO BE
CONVERTIBLE PURSUANT TO ARTICLE X.
(K)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THERE SHALL BE NO
PURCHASE OF ANY SECURITIES PURSUANT TO THIS SECTION 3.8 IF THERE HAS OCCURRED
(PRIOR TO, ON OR AFTER, AS THE CASE MAY BE, THE GIVING, BY THE HOLDERS OF SUCH
SECURITIES, OF THE REQUIRED PURCHASE NOTICE) AND IS CONTINUING AN EVENT OF
DEFAULT (OTHER THAN A DEFAULT IN THE PAYMENT OF THE REPURCHASE PRICE OR AN
INTEREST PAYMENT DEFAULT).
THE PAYING AGENT WILL PROMPTLY RETURN TO THE
RESPECTIVE HOLDERS THEREOF ANY SECURITIES HELD BY IT DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT (OTHER THAN A DEFAULT IN THE PAYMENT OF THE REPURCHASE PRICE
OR AN INTEREST PAYMENT DEFAULT), IN WHICH CASE, UPON SUCH RETURN, THE PURCHASE
NOTICE WITH RESPECT TO THE REPURCHASE AT HOLDER'S OPTION SHALL BE DEEMED TO HAVE
BEEN WITHDRAWN.
(L)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF THE OPTION
GRANTED TO HOLDERS TO REQUIRE THE REPURCHASE OF THE SECURITIES UPON THE
OCCURRENCE OF A CHANGE IN CONTROL IS DETERMINED TO CONSTITUTE A TENDER OFFER,
THE COMPANY SHALL COMPLY WITH ALL APPLICABLE TENDER OFFER RULES UNDER THE
EXCHANGE ACT, INCLUDING RULE 13E-4 AND REGULATION 14E, AND WITH ALL OTHER
APPLICABLE LAWS, AND WILL FILE A SCHEDULE TO OR ANY OTHER SCHEDULES REQUIRED
UNDER THE EXCHANGE ACT OR ANY OTHER APPLICABLE LAWS.
23
(M)
AS USED HEREIN AND IN THE SECURITIES, A "CHANGE IN CONTROL" SHALL
BE DEEMED TO HAVE OCCURRED AT SUCH TIME AS:
(I)
AFTER THE ISSUE DATE, ANY "PERSON" OR "GROUP" (AS SUCH TERMS ARE
USED FOR PURPOSES OF SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT) TOGETHER WITH
ANY AFFILIATES THEREOF IS OR BECOMES THE "BENEFICIAL OWNER" (AS SUCH TERM IS
USED