HAS BEEN WITHDRAWN;
(VII)
THE PARAGRAPHS OF THE SECURITIES PURSUANT TO WHICH THE SECURITIES
MAY BE SUBMITTED FOR REPURCHASE AT HOLDER'S OPTION;
(VIII)
THE NAMES AND ADDRESSES OF THE PAYING AGENT AND THE CONVERSION
AGENT;
(IX)
A DESCRIPTION OF THE PROCEDURE WHICH A HOLDER MUST FOLLOW TO
EXERCISE THE REPURCHASE RIGHT;
(X)
THAT, (A) IN ORDER TO EXERCISE THE REPURCHASE RIGHT, THE
SECURITIES MUST BE SURRENDERED FOR PAYMENT, AND (B) THE MANNER IN WHICH
SECURITIES SHOULD BE SURRENDERED;
(XI)
THAT THE REPURCHASE PRICE FOR ANY SECURITY AS TO WHICH A PURCHASE
NOTICE HAS BEEN GIVEN AND NOT WITHDRAWN WILL BE PAID AS PROMPTLY AS PRACTICABLE,
BUT IN NO EVENT MORE THAN THREE BUSINESS DAYS FOLLOWING THE LATER OF THE
REPURCHASE DATE OR THE TIME OF DELIVERY OF THE SECURITY AS DESCRIBED IN (X);
(XII)
THAT, UNLESS THERE SHALL BE A DEFAULT IN THE PAYMENT OF THE
REPURCHASE PRICE OR AN INTEREST PAYMENT DEFAULT, INTEREST ON SECURITIES SUBJECT
TO REPURCHASE AT HOLDER'S OPTION WILL CEASE TO ACCRUE ON AND AFTER THE
REPURCHASE DATE AND ALL RIGHTS OF THE HOLDERS OF SUCH SECURITIES SHALL TERMINATE
ON AND AFTER THE REPURCHASE DATE, OTHER THAN THE RIGHT TO RECEIVE, UPON
SURRENDER OF SUCH SECURITIES AND IN ACCORDANCE WITH THE INDENTURE, THE
REPURCHASE PRICE;
(XIII)
THAT A HOLDER WILL BE ENTITLED TO WITHDRAW ITS ELECTION TO
EXERCISE THE REPURCHASE RIGHT IF THE COMPANY (IF ACTING AS ITS OWN PAYING AGENT)
OR THE PAYING AGENT RECEIVES, PRIOR TO THE CLOSE OF BUSINESS ON THE SECOND
BUSINESS DAY IMMEDIATELY PRECEDING THE REPURCHASE DATE, OR SUCH LONGER PERIOD AS
MAY BE REQUIRED BY LAW, A LETTER OR FACSIMILE TRANSMISSION (RECEIPT OF WHICH IS
CONFIRMED AND PROMPTLY FOLLOWED BY A LETTER) SETTING FORTH (A) THE NAME OF SUCH
HOLDER, (B) A STATEMENT THAT SUCH HOLDER IS WITHDRAWING ITS ELECTION TO HAVE
SECURITIES REPURCHASED, (C) THE PRINCIPAL AMOUNT OF THE SECURITIES OF SUCH
HOLDER TO BE SO WITHDRAWN, WHICH AMOUNT MUST BE $1,000 OR AN INTEGRAL MULTIPLE
THEREOF, (D) THE CERTIFICATE NUMBER OF SUCH SECURITIES TO BE SO WITHDRAWN, AND
(E) THE PRINCIPAL AMOUNT, IF ANY, OF THE SECURITIES OF SUCH HOLDER THAT REMAIN
SUBJECT TO THE PURCHASE NOTICE DELIVERED BY SUCH HOLDER IN ACCORDANCE WITH THIS
SECTION 3.8, WHICH AMOUNT MUST BE $1,000 OR AN INTEGRAL MULTIPLE THEREOF;
(XIV)
THE CONVERSION PRICE AS IN EFFECT IMMEDIATELY FOLLOWING THE
REPURCHASE TRIGGERING EVENT (AFTER GIVING EFFECT TO ANY ADJUSTMENTS REQUIRED BY
SECTION 10.8 BELOW);
(XV)
THAT HOLDERS WHO WANT TO CONVERT SECURITIES MUST SATISFY THE
REQUIREMENTS OF ARTICLE X;
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(XVI)
IF THE REPURCHASE TRIGGERING EVENT IS A CHANGE IN CONTROL, WHETHER
ADDITIONAL SHARES ARE ISSUABLE UPON ANY CONVERSION OF SECURITIES MADE IN
CONNECTION WITH SUCH CHANGE IN CONTROL AND, IF SO, THE NUMBER OF ADDITIONAL
SHARES ISSUABLE IN RESPECT OF EACH $1,000 PRINCIPAL AMOUNT OF CONVERTED
SECURITIES; AND
(XVII)
THE CUSIP NUMBER OR NUMBERS, AS THE CASE MAY BE, OF THE SECURITIES.
At the Company's Request, the Trustee shall mail or otherwise deliver such Right
of Repurchase Notice in