Common use of Redemption at Option of Holder Clause in Contracts

Redemption at Option of Holder. (a) At any time after (i) the valid termination of the Framework Agreement or (ii) December 15, 2023 if the Special Redemption Trigger has occurred, any Holder may, upon notice to the Corporation, require that the Corporation redeem all or part of the shares of Preferred Stock at the time held by such Holder, by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation Preference. (d) Shares of Preferred Stock to be redeemed in a Redemption, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided herein. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At Upon the occurrence of any time Redemption Right Event or on or after (i) the valid termination of the Framework Agreement or (ii) December 15, 2023 if the Special Redemption Trigger has occurred[●]3, any Holder may, upon notice to the Corporation, require that the Corporation redeem all or part of the shares of Preferred Stock at the time held by such Holder, by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one thirty (2130) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing DateValue. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen twenty (1520) days prior to the a Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation PreferenceRedemption Value. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three five (35) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock Redemption pursuant to Section 6 or this Section 7 (a “Redemption”)7, the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed Redemption Value in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation PreferenceRedemption Value. (d) Shares of Preferred Stock to be redeemed in a Redemptionon the Corporation Redemption Date or Redemption Date, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation PreferenceRedemption Value) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is 3 NTD: To be date that is 91st day following the maturity date for the acquisition financing otherwise unable to pay the applicable Liquidation Preference Redemption Value in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided herein. (e) Any Redemption redemption of shares of Preferred Stock pursuant to Section 6 or Section 7 (such redemption, the “Redemption”) shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash funds legally available for such Redemption. To the extent that the Corporation has insufficient cash funds to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash funds to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At any time after (i) Subject to the valid termination terms and conditions of the Framework Agreement or (ii) December 15Indenture, 2023 if the Special Redemption Trigger has occurredCompany shall become obligated to purchase, any Holder may, upon notice to at the Corporation, require that the Corporation redeem all or part option of the shares of Preferred Stock at the time held by such Holder, by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares Securities held by such Holder, in any integral multiple of Preferred Stock $1,000, on June 1, 2002, June 1, 2006, June 1, 20011 and June 1, 2016 (each, a "Purchase Date") at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the “Redemption Securities”) beneficially owned by such Holder by delivery "Purchase Price"), together with accrued and unpaid interest up to but not including the Purchase Date (provided that, if the Purchase Date is on or after an interest record date but on or prior to the Corporation related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the Holder thereof shall have no other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Security. If a Change of Control (as defined below) occurs, each Holder of Securities shall have the right, at the Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Change of Control Purchase Date") selected by the Company that is not less than three 10 nor more than 30 days after the Final Surrender Date (3) days prior as defined below), at a price equal to 100% of the principal amount thereof, plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Change of Control and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable Redemption Date stating law, is 60 days after the date of mailing of the Company Notice (x) that such Holder is exercising the right of redemption described herein and (y"Final Surrender Date") the number of shares of the Redemption Securities with respect to which such Holder the right is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”)being exercised, the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Datewhich, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lostcase of definitive Securities, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory must be duly endorsed for transfer to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation PreferenceCompany. (d) Shares of Preferred Stock to be redeemed in a Redemption, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided herein. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At any time after (i) No holder of shares of Series C Preferred Stock shall have any right to require the valid termination Corporation to redeem any shares of Series C Preferred Stock prior to, with respect to any shares of the Framework Agreement or Series C Preferred Stock, December 13, 2020. Thereafter, subject to the restrictions set forth in Section 1(g)(i), each holder of shares of Series C Preferred Stock shall have the right, at the sole option and election of such holder, to require the Corporation to redeem all (but not less than all) of the shares of Series C Preferred Stock owned by such holder at a price per share equal to the Series C Redemption Price; (ii) December 15, 2023 if The holder of any shares of the Special Redemption Trigger has occurred, any Holder may, upon notice Series C Preferred Stock may exercise such holder's right to require the Corporation to redeem such shares by surrendering for such purpose to the Corporation, require that at its principal office or at such other office or agency maintained by the Corporation for that purpose, certificates representing the shares of Series C Preferred Stock to be redeemed, accompanied by a written notice stating that such holder elects to require the Corporation to redeem all or part (but not less than all) of such shares in accordance with the provisions of this Section 1(f), which notice may specify an account for delivery of the Series C Redemption Price; (iii) Within two Business Days after the surrender of such certificates, the Corporation shall pay to the holder of the shares being redeemed the Series C Redemption Price therefor. Such payment shall be made by wire transfer of Preferred Stock immediately available funds to an account designated by such holder or by overnight delivery (by a nationally recognized courier) of a bank check to such holder's address as it appears on the books of the Corporation; and (iv) Such redemptions shall be deemed to have been made at the time held by such Holder, by delivery close of written notice to business on the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in receipt of such notice and of such surrender of the Redemption Request, at a redemption price to paid in cash for each share certificates representing the shares of the Series C Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation Preference. (d) Shares of Preferred Stock to be redeemed in a Redemption, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (thereof, except for the right to receive from the Corporation the applicable Liquidation Preference) Series C Redemption Price therefor in accordance herewith, shall cease on such date of receipt and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided hereinsurrender. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. 12.1 In addition to all other rights of the Holder contained herein, upon the occurrence of a Triggering Event (as defined below), the Holder shall have the right, at the Holder's option, to require the Company to redeem all or a portion of this Debenture at a price (the Trigger Event Redemption Price) equal to the greater of: (a) At any time after 120% of the Conversion Amount with respect to the principal amount of this Debenture being redeemed; and (b) the product of: (i) the valid termination Conversion Rate on the date the Holder delivers the Notice of Redemption at Option of Holder Upon Triggering Event (as defined in Section 12.6) with respect to the Framework Agreement or principal amount of this debenture being redeemed; and (ii) December 15, 2023 if the Special VWAP of the Ordinary Shares on the Trading Day immediately preceding the date the Holder delivers the Notice of Redemption Trigger has occurred, any at Option of Holder mayUpon Triggering Event. In addition to all other rights of the Holder contained herein, upon notice the occurrence of a Major Transaction (as defined below), the Holder shall have the right, at the Holder's option, to require the Corporation, require that the Corporation Company to redeem all or part a portion of the shares of Preferred Stock this Debenture at the time held by such Holder, by delivery of written notice to the Corporation a price (the “Major Transaction Redemption Request”) at least twenty-one (21) days prior to Price and, collectively with the proposed date of redemption (the “Trigger Event Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereofPrice, the Redemption Date Price) equal to 120% of the Conversion Amount with respect to which the principal amount of this Debenture is being redeemed. 12.2 A Major Transaction shall be deemed to have occurred at such time as any of the following events: (a) any Organic Change (as defined in no event occur prior Section 13.1) being completed or becoming effective or any scheme of arrangement, reconstruction or amalgamation of or involving the Company becoming effective (a Relevant Transaction); (b) the completion of a sale or transfer (except to another Subsidiary) by the Company or any Subsidiary of assets representing fifty percent (50%) or more of the consolidated assets of the Company and its Subsidiaries as determined by reference to the date that latest published accounts of the Company and its Subsidiaries; (c) the making of any general offer by any Person to acquire shares in the Company and its acceptance by the holders of more than fifty per cent. (50%) of the outstanding Ordinary Shares. 12.3 A Triggering Event shall be deemed to have occurred at such time as any of the following events: (a) the Holder is unable to sell any of the Ordinary Shares issued upon conversion of the Debentures (or would be unable to sell any of the Ordinary Shares issuable upon conversion of the Debentures, had they been so converted), in each case, without any restrictions on the Principal Market due to the rules or regulations of the UK Listing Authority or the Principal Market or any applicable law or regulation, and such inability to sell continues for a period of five (5) years after consecutive Trading Days, provided that the Closing Date.cause of such inability is not due to factors solely within the control of the Holder; (b) Promptly following the suspension from listing or trading or failure of the Ordinary Shares to be listed or traded on the UK Listing Authority or the Principal Market for a period of five (5) consecutive Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day period for any reason other than in connection with and as a result of a reverse takeover; (c) the Company's or the Registrar's notice to any holder of Debentures, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debentures into Ordinary Shares that is tendered in accordance with the provisions of this Debenture, or the failure of the Registrar to comply with a Conversion Notice tendered in accordance with the provisions of this Debenture (subject to Section 5 and any extensions of time pursuant to Section 7) within ten (10) Trading Days after the receipt by the Company of the Conversion Notice; (d) upon the Company's receipt of a Conversion Notice (subject to Section 5 and any extensions of time pursuant to Section 7), the Company shall fail for ten (10) Trading Days to issue the proper number of Ordinary Shares upon a conversion in compliance with Sections 3 and 6; (e) the Company breaches any representation, warranty, covenant or other term or condition of the Subscription Agreement, this Debenture or any other agreement, document, certificate or other instrument delivered pursuant to this Debenture or the Subscription Agreement (including the Warrants), except to the extent that such breach would not have a Material Adverse Effect and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least ten (10) Business Days; (f) the Company does not comply with the provisions of Section 5, (other than (i) the Company's failure to deliver an Excess Conversion Notice pursuant to Section 5.5 and (ii) the Company's failure to comply with Section 5.6), Section 14 (including, without limitation, the Company's failure to pay the required Company Redemption Request under Price on the applicable Company Redemption Date, but other than (i) the Company's failure to deliver a Company Installment Notice pursuant to Section 7(a14.1 and (ii) the Company's breach of the first sentence of Section 14.3 as a result of its failure to deliver Ordinary = Shares upon a conversion in a timely manner in accordance with Section 6.3, provided that such breach is cured within two (2) Business Days of such breach) or the Company's failure to reserve and keep available out of its authorised and unissued Ordinary Shares, solely for the purposes of effecting the conversion of the Debentures, a number of Ordinary Shares equal to at least the number of Ordinary Shares represented by the Conversion Cap less the number of Ordinary Shares previously issued upon conversion of the Debentures. 12.4 In the case of a Major Transaction referred to in Section 12.2(a) or (b) no later than the day on which the Company publicly announces, or the Company's shareholders are provided with details of, proposals or details in relation to the same or in the case of a Major Transaction referred to in Section 12.2(c) no sooner than after the occurrence thereof and no later than fifteen (15) days Trading Days after the occurrence thereof, the Company shall deliver written notice thereof via facsimile and overnight courier (Notice of Major Transaction) to each holder of Debentures which notice shall include the date by which a holder of Debentures receiving a Notice of Major Transaction must provide the Company with notice of its intent to exercise its redemption rights hereunder (which date shall not be sooner than five (5) Trading Days after the date of the Notice of Major Transaction (the Major Transaction Response Date)). 12.5 At any time after receipt of a Notice of Major Transaction and prior to the Major Transaction Response Date the Holder may require the Company to redeem this Debenture by delivering written notice thereof via facsimile and overnight courier (Notice of Redemption Date contemplated therebyat Option of Holder Upon Major Transaction) to the Company, which Notice of Redemption at Option of Holder Upon Major Transaction shall indicate: (a) the Corporation shall mail a notice principal amount and interest of optional redemption by first-class mail, postage prepaid this Debenture that the Holder is electing to each Holder redeem; and (other than the Holder(sb) who submitted the applicable Redemption Request)Price, which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock as calculated pursuant to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation Preference12.1. (d) Shares of Preferred Stock to be redeemed in a Redemption, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided herein. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. A holder of Class B preferred shares shall be entitled to require the Corporation to redeem, subject to the requirements of The Corporations Act (aManitoba) At as now enacted or as the same may from time to time be amended, re-enacted or replaced, at any time after or times all or any of the Class B preferred shares held by such holder by tendering to the Corporation at its registered office a share certificate or certificates representing the Class B preferred shares which the holder desires to have the Corporation redeem together with a request in writing specifying (i) that the valid termination of holder desires to have the Framework Agreement Class B preferred shares represented by such certificate or (ii) December 15, 2023 if the Special Redemption Trigger has occurred, any Holder may, upon notice to certificates redeemed by the Corporation, require that the Corporation redeem all or if part only of the shares of Preferred Stock at the time held represented by such Holdercertificate or certificates is to be redeemed, by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock number thereof so to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the business day (herein referred to in this Article 5 as the "Redemption Date") on which the holder desires to have the Corporation redeem such Class B preferred shares. The Redemption Date shall be not less than 30 days (or such shorter period to which the Corporation may consent) after the day on which the request in writing is given to the Corporation. Upon receipt of surrender of the certificates, if any, a share certificate or certificates representing the Class B preferred shares of Preferred Stock which the holder desires to be redeemed (properly endorsed or assigned for transfer, if have the Corporation redeem together with such a request the Corporation shall so reasonably requireon the Redemption Date redeem such Class B preferred shares by paying to such holder the Redemption Amount (as hereinafter defined) for each such Class B preferred share being redeemed. Such payment shall be made by cheque payable at par at any branch of the Corporation's bankers for the time being in Canada (or, and letters with the consent of transmittal and instructions therefor on reasonable terms as are included in the notice sent holder, by any other means of immediately available funds or, with the consent of the holder, by the Corporation); provided that if such certificates are lost, stolen or destroyed, issuance to the holder of a promissory note of the Corporation may require payable upon demand without interest or, if all of the applicable Holder to execute an agreement reasonably satisfactory to holders of the Class B preferred shares consent, by the distribution of assets of the Corporation to indemnify or by any other means). If a part only of the Corporation from shares represented by any loss incurred by it in connection therewith, prior to paying such Liquidation Preference. (d) Shares certificate are redeemed a new certificate for the balance shall be issued at the expense of Preferred Stock to the Corporation. The said Class B preferred shares shall be redeemed in a Redemption, as on the case may be, will Redemption Date and from and after the Corporation Redemption Date or the holder of such shares shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of a holder of Class B preferred shares in respect thereof unless payment of the Redemption Amount is not made on the Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other in which event the rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided hereinsaid Class B preferred shares shall remain unaffected. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At A holder of Preference Shares shall be entitled to require the Corporation to redeem at any time or times after September 26, 1985, all or any of the Preference Shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its head office a share certificate or share certificates representing the preference shares, or, if a part only of the shares held by the registered holder is to be redeemed, the number thereof, which the registered holder desires to have the Corporation redeem together with a request in writing specifying (i) the valid termination of the Framework Agreement or (ii) December 15, 2023 if the Special Redemption Trigger has occurred, any Holder may, upon notice to the Corporation, require that the Corporation redeem all or part of registered holder desires to have the shares of Preferred Stock at the time held Preference Shares represented by such Holder, certificate or certificates redeemed by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) the business day (in this clause 7 referred to as the “redemption date”) on which the holder desires to have the Corporation redeem such Preference Shares. Requests in writing shall specify a redemption date which shall be not less than thirty (30) days after the day on which the request in writing is given to the Corporation; upon the receipt of surrender of the certificates, if any, a share certificate or share certificates representing the shares of Preferred Stock Preference Shares which the registered holder desires to be redeemed (properly endorsed or assigned for transfer, if have the Corporation redeem together with such a request the Corporation shall so reasonably require, on the redemption date redeem such Preference Shares by paying to such registered holder an amount equal to the aggregate par value of the Preference Shares being redeemed together with all accrued and letters unpaid fixed preferential cumulative cash dividends thereon (which for such purpose shall be calculated as if such dividends were accruing on a daily basis up to the redemption date); such payment shall be made by cheque payable at par at any branch of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation)’s bankers for the time being in Canada; provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation Preference. (d) said Preference Shares of Preferred Stock to shall be redeemed in a Redemption, as on the case may be, will redemption date and from and after the Corporation Redemption Date or Redemption Date, no longer be deemed redemption date such shares shall cease to be outstanding; entitled to dividends and all powersthe holders thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the redemption price is not made on the redemption date, designations, preferences and other in which event the rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all holders of the powers, designations, preferences and other rights as provided hereinsaid shares shall continue unaffected. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At any time after (i) the valid termination Each holder of Collateral Trust Bonds of the Framework Agreement or (ii) December 156 7/8% Series shall have the right, 2023 if the Special Redemption Trigger has occurredat such Holder's option, any Holder may, upon notice exercisable to the Corporationextent specified in paragraph (b) below and during the period and in the manner specified in paragraph (c) below, to require that the Corporation redeem all or part Company to redeem, and upon the exercise of such right the Company shall redeem, such Holder's Collateral Trust Bonds of the shares of Preferred Stock at the time held by such Holder6 7/8% Series on May 1, by delivery of written notice to the Corporation 2002 (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “"Redemption Date”") set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to 100% of the then applicable Liquidation Preference; providedprincipal amount of such Collateral Trust Bonds of the 6 7/8% Series (the "Redemption Price"), howevertogether with, thatto the extent provided in paragraph (d) below, in the event the Framework Agreement is terminated by Avaya Inc. pursuant accrued and unpaid interest to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt If, at the time of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to exercise of the Redemption Date contemplated therebyredemption right, the Corporation shall mail Collateral Trust Bonds of the 6 7/8% Series are represented by a notice of optional redemption by first-class mailGlobal Bond, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder beneficial holder may then, in its sole discretion, exercise its such redemption right (without waiver of any other redemption rights herein) only with respect to all or any portion of such beneficial holder's Collateral Trust Bonds of the shares 6 7/8% Series, and not a part thereof. If, at the time of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares exercise of the Redemption Securities redemption right, the Collateral Trust Bonds of the 6 7/8% Series are not represented by a Global Bond, each Holder may exercise such redemption right only with respect to which all of such Holder is exercising its redemption rightHolder's Collateral Trust Bonds of the 6 7/8% Series, and not a part thereof. (c) Upon To exercise the redemption right, if the Collateral Trust Bonds of the 6 7/8% Series are not then represented by a redemption Global Bond, a Holder of shares Collateral Trust Bonds of Preferred Stock pursuant the 6 7/8% Series shall deliver to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share Trustee at its corporate trust office in The City of Preferred Stock to be redeemed in cash on the later of New York (i) a duly signed and completed "Notice to Elect Redemption" (a "Notice") in substantially the Corporation Redemption Date or Redemption Dateform provided herein, as applicable not earlier than March 1, 2002 and not later than 5:00 p.m., New York City time, on April 1, 2002, and (ii) upon the receipt all of surrender such Holder's Collateral Trust Bonds of the certificates6 7/8% Series, duly endorsed for transfer to the Company if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent required by the Corporation); provided that if such certificates Trustee or the Company. Such Notice shall be irrevocable. Any Notice received other than within the period specified herein shall be ineffective. If the Collateral Trust Bonds of the 6 7/8% Series are lostthen represented by a Global Bond, stolen or destroyed, a beneficial holder of Collateral Trust Bonds of the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory 6 7/8% Series shall deliver a Notice to the Corporation broker or participant through which such beneficial holder holds an interest in such Collateral Trust Bonds of the 6 7/8% Series and such Global Bond may be delivered in such other manner as may be agreed to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation Preference. (d) Shares of Preferred Stock to be redeemed in a RedemptionDTC or other securities depositary, as the case may be, will the Company and the Trustee; provided, however, that the corresponding notice to elect redemption as to any such Collateral Trust Bonds of the 6 7/8% Series represented by a Global Bond must nonetheless be received by the Trustee from the Holder thereof no earlier than March 1, 2002 and no later than 5:00 p.m., New York City time, on April 1, 2002. (d) The Collateral Trust Bonds of the 6 7/8% Series surrendered for redemption shall, on the Redemption Date, become due and payable at the Redemption Price, and from and after such date (unless the Corporation Company shall default in the payment of the Redemption Date or Price and accrued interest) such Collateral Trust Bonds of the 6 7/8% Series shall cease to bear interest. On the Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights such Collateral Trust Bonds of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) 6 7/8% Series shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not be redeemed due to a default in payment by the Corporation Company at the Redemption Price plus accrued interest to the Redemption Date, exclusive of installments of interest whose stated Maturity is on or because prior to the Corporation is otherwise unable Redemption Date, payment of which shall have been made or duly provided for to pay the applicable Liquidation Preference in cash in full, such share Holders of Preferred Stock will not be deemed redeemed Collateral Trust Bonds of the 6 7/8% Series on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all relevant record date in accordance with Section 307 of the powers, designations, preferences and other rights as provided hereinIndenture. (e) Any On or before the Redemption Date, the Company shall be payable out deposit with the Trustee an amount of any cash legally available therefor. At money sufficient to pay the time Redemption Price and accrued interest, if any, of all the Collateral Trust Bonds of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract 6 7/8% Series which are to permit the Redemption and to make cash legally available for such Redemption. To the extent be redeemed on that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable lawdate.

Redemption at Option of Holder. A holder of Class A preferred shares shall be entitled to require the Corporation to redeem, subject to the requirements of The Corporations Act (aManitoba) At as now enacted or as the same may from time to time be amended, re-enacted or replaced, at anytime or times all or any time after of the Class A preferred shares held by such holder by tendering to the Corporation at its registered office a share certificate or certificates representing the Class A preferred shares which the holder desires to have the Corporation redeem together with a request in writing specifying (i) the valid termination of the Framework Agreement or (ii) December 15, 2023 if the Special Redemption Trigger has occurred, any Holder may, upon notice to the Corporation, require that the holder desires to have the Class A preferred shares represented by such certificate or certificates redeemed by the Corporation redeem all or and, if only part of the shares of Preferred Stock at the time held represented by such Holdercertificate or certificates is to be redeemed, by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock number thereof so to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the business day (herein referred to in this Article 4 as the "Redemption Date") on which the holder desires to have the Corporation redeem such Class A preferred shares. The Redemption Date shall be not less than 30 days (or such shorter period to which the Corporation may consent) after the day on which the request in writing is given to the Corporation. Upon receipt of surrender of the certificates, if any, a share certificate or certificates representing the Class A preferred shares of Preferred Stock which the holder desires to be redeemed (properly endorsed or assigned for transfer, if have the Corporation redeem together with such a request the Corporation shall so reasonably requireon the Redemption Date redeem such Class A preferred shares by paying to such holder the Redemption Amount (as hereinafter defined) for each such Class A preferred share being redeemed. Such payment shall be made by cheque payable at par at any branch of the Corporation's bankers for the time being in Canada (or, and letters with the consent of transmittal and instructions therefor on reasonable terms as are included in the notice sent holder, by any other means of immediately available funds or, with the consent of the holder, by the Corporation); provided that if such certificates are lost, stolen or destroyed, issuance to the holder of a promissory note of the Corporation may require payable upon demand without interest or, if all of the applicable Holder to execute an agreement reasonably satisfactory to holders of the Class A preferred shares consent, by the distribution of assets of the Corporation to indemnify or by any other means). If a part only of the Corporation from shares represented by any loss incurred by it in connection therewith, prior to paying such Liquidation Preference. (d) Shares certificate are redeemed a new certificate for the balance shall be issued at the expense of Preferred Stock to the Corporation. The said Class A preferred shares shall be redeemed in a Redemption, as on the case may be, will Redemption Date and from and after the Corporation Redemption Date or the holder of such shares shall cease to be entitled to dividends and shall not be exercise any of the rights of a holder of Class A preferred shares in respect thereof unless payment of the Redemption Amount is not made on the Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other in which event the rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided hereinsaid Class A preferred shares shall remain unaffected. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At Upon the occurrence of any time Redemption Right Event or on or after (i) the valid termination of the Framework Agreement or (ii) December 15, 2023 if the Special Redemption Trigger has occurred[●]3, any Holder may, upon notice to the Corporation, require that the Corporation redeem all or part of the shares of Preferred Stock at the time held by such Holder, by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one thirty (2130) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing DateValue. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen twenty (1520) days prior to the a Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation PreferenceRedemption Value. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three five (35) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock Redemption pursuant to Section 6 or this Section 7 (a “Redemption”)7, the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed Redemption Value in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation PreferenceRedemption Value. (d) Shares of Preferred Stock to be redeemed in a Redemptionon the Corporation Redemption Date or Redemption Date, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation PreferenceRedemption Value) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference Redemption Value in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided herein. (e) Any Redemption redemption of shares of Preferred Stock pursuant to Section 6 or Section 7 (such redemption, the “Redemption”) shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash funds legally available for such Redemption. To the extent that the Corporation has insufficient cash funds to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash funds to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At any time after (i) No holder of shares of Series E Preferred Stock shall have any right to require the valid termination Corporation to redeem any shares of Series E Preferred Stock prior to, with respect to any shares of the Framework Agreement or Series E Preferred Stock, December 13, 2020. Thereafter, subject to the restrictions set forth in Section 1(g)(i), each holder of shares of Series E Preferred Stock shall have the right, at the sole option and election of such holder, to require the Corporation to redeem all (but not less than all) of the shares of Series E Preferred Stock owned by such holder at a price per share equal to the Series E Redemption Price; (ii) December 15, 2023 if The holder of any shares of the Special Redemption Trigger has occurred, any Holder may, upon notice Series E Preferred Stock may exercise such holder's right to require the Corporation to redeem such shares by surrendering for such purpose to the Corporation, require that at its principal office or at such other office or agency maintained by the Corporation for that purpose, certificates representing the shares of Series E Preferred Stock to be redeemed, accompanied by a written notice stating that such holder elects to require the Corporation to redeem all or part (but not less than all) of such shares in accordance with the provisions of this Section 1(f), which notice may specify an account for delivery of the Series E Redemption Price; (iii) Within two Business Days after the surrender of such certificates, the Corporation shall pay to the holder of the shares being redeemed the Series E Redemption Price therefor. Such payment shall be made by wire transfer of Preferred Stock immediately available funds to an account designated by such holder or by overnight delivery (by a nationally recognized courier) of a bank check to such holder's address as it appears on the books of the Corporation; and (iv) Such redemptions shall be deemed to have been made at the time held by such Holder, by delivery close of written notice to business on the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in receipt of such notice and of such surrender of the Redemption Request, at a redemption price to paid in cash for each share certificates representing the shares of the Series E Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than three (3) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”), the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation Preference. (d) Shares of Preferred Stock to be redeemed in a Redemption, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (thereof, except for the right to receive from the Corporation the applicable Liquidation Preference) Series E Redemption Price therefor in accordance herewith, shall cease on such date of receipt and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided hereinsurrender. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.

Redemption at Option of Holder. (a) At Each Holder shall have ------------------------------- the right, at such Holder's option, exercisable at any time after (i) the valid termination of the Framework Agreement or (ii) December prior to July 15, 2023 if 2003 and subsequent to June 15, 2003, to require the Special Redemption Trigger has occurredCompany to redeem, any Holder mayand upon the exercise of such right the Company shall redeem, upon notice to the Corporation, require that the Corporation redeem all or any part of the shares of Preferred Stock at the time held by such Holder's Debentures that is $1,000 or any integral multiple thereof in principal amount, by delivery of written notice to the Corporation on August 15, 2003 (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “"Redemption Date”") set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to 100% of the then applicable Liquidation Preference; providedprincipal amount of such Debenture (the "Redemption Price"), however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant together with accrued and unpaid interest to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt To exercise a redemption right, a Holder of a Redemption Request under Section 7(a) and no later than fifteen Debentures shall deliver (15) days prior i), to the Redemption Date contemplated therebyCompany and to the Trustee, the Corporation shall mail a irrevocable written notice of optional redemption by first-class mail, postage prepaid the Holder's election to each Holder exercise such right (other than the Holder(s) who submitted the applicable Redemption Request"Holder's Notice"), which notice shall state set forth the applicable Redemption Date name of the Holder, the amount of Debentures to be redeemed and a statement that an election to exercise the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right is being made thereby and (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “Redemption Securities”) beneficially owned by such Holder by delivery ii), to the Corporation of a written notice no less than three (3) days prior to Trustee, the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities Debentures with respect to which the redemption right is being exercised, duly endorsed for transfer to the Company if required by the Trustee or the Company. Debentures held by a securities depositary may be delivered in such Holder other manner as may be agreed to by such securities depositary and the Company and the Trustee. Such written notice shall be irrevocable. The Debentures surrendered for redemption shall, on the Redemption Date, become due and payable at the Redemption Price, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debentures shall cease to bear interest. Upon surrender of any such Debentures for redemption in accordance with the Holder's Notice, such Debentures shall be paid by the Company at the Redemption Price plus accrued interest to the Redemption Date; provided, --------- however, that installments of interest whose Stated Maturity is exercising its redemption rightprior to the -------- Redemption Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, according to the terms and provisions of Section 307. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 On or this Section 7 (a “Redemption”), before the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable the Company shall deposit with the Trustee an amount of money sufficient to pay the Redemption Price of, and (iiexcept if the Redemption Date shall be an Interest Payment Date) upon accrued interest on, all the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock Debentures which are to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor repurchased on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation Preferencedate. (d) Shares of Preferred Stock to If any Debenture surrendered for redemption shall not be redeemed in a Redemption, as so paid on the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed such Debenture shall, until paid, continue to be outstanding; and all powers, designations, preferences and other rights of bear interest to the holder thereof extent permitted by applicable law from the Redemption Date at the same rate as a holder the rate borne by such Debenture. The Company shall pay to the Holder of such shares Debenture the additional amounts of Preferred Stock (except interest arising from this subsection at the right to receive from same time that it pays the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided hereinPrice. (e) Any Redemption If any Debenture which is to be redeemed only in part shall be payable out surrendered at any office or agency of the Company (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 his attorney duly authorized in writing), the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Debenture or Debentures, of any cash legally available therefor. At the time of the Redemptionauthorized denomination as requested by such Holder, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract in an aggregate principal amount equal to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.in

Redemption at Option of Holder. (a) At any time after (i) Subject to the valid termination terms and conditions of the Framework Agreement or (ii) December 15Indenture, 2023 if the Special Redemption Trigger has occurredCompany shall become obligated to purchase, any Holder may, upon notice to at the Corporation, require that the Corporation redeem all or part option of the shares of Preferred Stock at the time held by such Holder, by delivery of written notice to the Corporation (the “Redemption Request”) at least twenty-one (21) days prior to the proposed date of redemption (the “Redemption Date”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock to be redeemed equal to the then applicable Liquidation Preference; provided, however, that, in the event the Framework Agreement is terminated by Avaya Inc. pursuant to Section 11.2(b)(ii)(A) thereof, the Redemption Date shall in no event occur prior to the date that is five (5) years after the Closing Date. (b) Promptly following receipt of a Redemption Request under Section 7(a) and no later than fifteen (15) days prior to the Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Liquidation Preference. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares Securities held by such Holder, in any integral multiple of Preferred Stock $1,000, on May 15, 2006, May 15, 2011 and May 15, 2016 (each, a "Purchase Date") at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the “Redemption Securities”) beneficially owned by such Holder by delivery "Purchase Price"), together with accrued and unpaid interest up to but not including the Purchase Date (provided that, if the Purchase Date is on or after an interest record date but on or prior to the Corporation related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the holder thereof shall have no other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Security. If a Fundamental Change (as defined below) occurs, each holder of Securities shall have the right, at the holder's option, to require the Company to repurchase all of such holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Fundamental Change Purchase Date") selected by the Company that is not less than three 10 nor more than 30 days after the Final Surrender Date (3) days prior as defined below), at a price equal to 100% of the principal amount thereof, plus accrued interest to the Fundamental Change Purchase Date (the "Fundamental Change Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Fundamental Change, the Company is obligated to mail or cause the Trustee to mail to all holders of record of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Fundamental Change and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable Redemption Date stating law, is 60 days after the date of mailing of the Company Notice (x) that such Holder is exercising the right of redemption described herein and (y"Final Surrender Date") the number of shares of the Redemption Securities with respect to which such Holder the right is exercising its redemption right. (c) Upon a redemption of shares of Preferred Stock pursuant to Section 6 or this Section 7 (a “Redemption”)being exercised, the Corporation shall pay the applicable Liquidation Preference for each share of Preferred Stock to be redeemed in cash on the later of (i) the Corporation Redemption Date or Redemption Datewhich, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lostcase of definitive Securities, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory must be duly endorsed for transfer to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Liquidation PreferenceCompany. (d) Shares of Preferred Stock to be redeemed in a Redemption, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of such shares of Preferred Stock (except the right to receive from the Corporation the applicable Liquidation Preference) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Liquidation Preference in cash in full, such share of Preferred Stock will not be deemed redeemed on the Corporation Redemption Date or Redemption Date and remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided herein. (e) Any Redemption shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under applicable law, Delaware law or contract to permit the Redemption and to make cash legally available for such Redemption. To the extent that the Corporation has insufficient cash to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall then and at all times thereafter use available cash to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law or other applicable law.