Mechanics of Redemption (a) In order to redeem any Debentures (in whole or in part), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption.
(b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed.
(c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption
Payment of Notes Called for Redemption (a) If any Redemption Notice has been given in respect of the Notes in accordance with Section 16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.
(b) Prior to the open of business on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 7.05 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.
Payment Upon Redemption (a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).
(b) Upon presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.
Redemption and Repurchase; Discharge Prior to Redemption or Maturity This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note. If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.
Discharge Prior to Redemption or Maturity If the Company at any time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with the other provisions of the Indenture relating thereto, the Company will be discharged from certain provisions of the Indenture and the Notes (including certain covenants, but excluding its obligation to pay the principal of and interest on the Notes).