Common use of Repurchase Event Clause in Contracts

Repurchase Event. (a) In the event that a Repurchase Event occurs after initial issuance of the Securities, each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities or any authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, as in effect on the date of execution of the Indenture. (b) Within 15 calendar days after a Repurchase Event, the Company shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right to require the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interest; (7) that, unless the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (8) a description of any other procedure which a Holder must follow to exercise his right to have Securities repurchased. At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense, provided however, that the Company shall deliver to the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth the information to be stated in such notice as provided in this Section 6.09. No failure of the Company to give the Company Notice shall limit any Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto other than as provided above upon receipt of the written notice of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence of written notice from the Company to the contrary, that no Repurchase Event has occurred. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect to the Securities as to which the repurchase right had been exercised in cash to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the unpurchased portion of such surrendered Security. (d) In connection with any repurchase of Securities under this Section 6.09, the Company shall (i) comply with Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.

Repurchase Event. (a) In the event that a Repurchase Event occurs after initial issuance of the Securities, each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities or any authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, as in effect on the date of execution of the Indenture. (b) Within 15 calendar days after a Repurchase Event, the Company shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right to require the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interestinterest in accordance with its terms; (7) that, unless the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (8) a description of any other procedure which a Holder must follow to exercise his right to have Securities repurchased. At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense, provided however, that the Company shall deliver to the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth all of the information to be stated in such notice as provided in this Section 6.09. No failure of the Company to give the Company Notice shall limit any Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto other than as provided above upon receipt of the written notice of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence of written notice from the Company to the contrary, that no Repurchase Event has occurred. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect to the Securities as to which the repurchase right had been exercised in cash to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Security, the Company shall execute and and, upon direction of the Company, the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the unpurchased portion of such surrendered Security. The Company hereby instructs the Paying Agent to notify the Company and the Trustee of any Security received pursuant to a Holder's exercise of the repurchase right and to deliver such Security to the Trustee for cancellation upon payment by or on behalf of the Company of the applicable repurchase price. (d) In connection with any repurchase of Securities under this Section 6.09, the Company shall (i) comply with Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act, if applicable, (ii) file the related Schedule TO 13e-4 (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.

Repurchase Event. (a) In the event that of a Repurchase Event occurs after initial issuance of the Securities, (as hereinafter defined) each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities Securities, or any authorized denomination thereofportion thereof that is an integral multiple of $1,000, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09Date; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the conversion price Conversion Price (as defined herein) of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC Commission under the Exchange Act, as in effect on the date of execution of the Indenture. . A Repurchase Event shall be deemed to have occurred at such time after February 26, 1997 if: (bi) Within 15 calendar days after any Person (including any syndicate or group deemed to be a Repurchase Event"Person" under Section 13(d)(3) of the Exchange Act), other than the Company, any Subsidiary, or any current or future employee or director benefit plan of the Company shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as or any Subsidiary or any entity holding capital stock of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right Company for or pursuant to require the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered such plan, or not accepted for payment will continue to accrue interest; (7) thatan underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, unless is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (8) a description of any other procedure which a Holder must follow entitling such Person to exercise his right to have Securities repurchased. At 50% or more of the Company's request, the Trustee shall give total voting power of all shares of capital stock of the Company Notice entitled to vote generally in the Company's name and at the Company's expense, provided however, that election of directors; (ii) the Company shall deliver to sells or transfers all or substantially all of the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth the information to be stated in such notice as provided in this Section 6.09. No failure assets of the Company to give another Person; (iii) there occurs any consolidation of the Company Notice shall limit with, or merger of the Company into, any Securityholder's right to exercise other Person, any merger of another Person into the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto Company (other than as provided above upon receipt a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the written notice Company and results in a reclassification, conversion or exchange of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence outstanding shares of written notice from the Company to the contrary, that no Repurchase Event has occurred. Common Stock solely into shares of Common Stock or (c) In a transaction in which the event a repurchase right shall be exercised in accordance with the terms hereof, stockholders of the Company shall pay immediately prior to such transaction owned, directly or cause indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be paid owned by such stockholders in substantially the price payable with respect same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Securities as to Board of Directors in which the repurchase right had been exercised individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in cash office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Securityholder. In directors then in office; or (v) the event that a repurchase right Common Stock is exercised with respect to less than the entire principal amount subject of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the unpurchased portion of such surrendered Security. (d) In connection with any repurchase of Securities under this Section 6.09, the Company shall (i) comply with "Rule 13e-4 (which term, 13e-3 transaction" as used herein, includes any successor provision thereto) defined under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.

Repurchase Event. (a) In the event that To: Electronic Arts Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a Repurchase Event occurs after initial issuance of the Securities, each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities or any authorized denomination thereof, on the date notice from Electronic Arts Inc. (the "Repurchase Date"“Company”) that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, as in effect on the date of execution of the Indenture. (b) Within 15 calendar days after a Repurchase Event, the Company shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right to require the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interest; (7) that, unless the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (8) a description of any other procedure which a Holder must follow to exercise his right to have Securities repurchased. At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense, provided however, that the Company shall deliver to the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth the information to be stated in such notice as provided in this Section 6.09. No failure of the Company to give the Company Notice shall limit any Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Change of Control Repurchase Event or to give notice with respect thereto other than as provided above upon receipt of the written notice of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence of written notice from the Company to the contrary, that no Repurchase Event has occurred. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect to the Securities as Company and hereby directs the Company to which pay, or cause the repurchase right had been exercised Trustee to pay, an amount in cash equal to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount 101% of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the unpurchased Securities, or the portion thereof (which is $2,000 principal amount or a multiple of $1,000 in excess thereof) below designated, to be repurchased plus interest accrued and unpaid to, but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Securities will be repurchased as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture. Dated: Signature: Principal amount to be repurchased (at least $2,000 or a multiple of $1,000 in excess thereof): Remaining principal amount following such surrendered Securityrepurchase: By: Authorized Signatory THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR A NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. , OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (d) In connection with any repurchase AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. No. CUSIP No.: 285512 AD1 ELECTRONIC ARTS INC., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum set forth on the Schedule of Exchanges of Securities under attached hereto on March 1, 2026. Interest Payment Dates: March 1 and September 1. Record Dates: February 15 and August 15. Additional provisions of this Section 6.09, Security are set forth on the Company shall (i) comply with Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09reverse hereof.

Repurchase Event. (a) In the event that a Repurchase Event occurs after initial issuance If any of the Securitiesfollowing events (each, an “Event of Repurchase”) occurs and is continuing with respect to a Pool Asset: (i) any representation or warranty by Seller hereunder with respect to such Pool Asset is incorrect either (A) in any material respect or (B) in any manner that adversely affects the value or collectability of such Pool Asset, in each Holder case, when made or deemed made; (ii) Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Pool Asset set forth in any Transaction Document or any related Receivable Documentation or Loan Documents, as applicable, on its part to be performed or observed and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Unpaid Balance of Securities shall have such Pool Asset on the right due date thereof; or 749037980 (which right may not be waived by iii) either (A) Seller or Servicer instructs the Board of Directors related Account Debtor or Obligor to pay any amount with respect to such Pool Asset to an account other than a Lockbox, an Originator Specified Account, a Collection Account or the TrusteeConcentration Account or (B) the related Account Debtor or Obligor refuses to make any payment to a Lockbox, an Originator Specified Account, a Collection Account or the Concentration Account (unless to the extent such refusal to pay is due to the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to such Account Debtor or Obligor)), then, Seller shall immediately deliver notice thereof to the Administrative Agent and, at the Holder's optiontime, to require in the Company to manner and otherwise as hereinafter set forth, repurchase all such Pool Asset at the Administrative Agent’s option and demand; provided, however, that if a “Sale Agreement Event of such Holder's Securities or any authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice Repurchase” (as defined below)in the Sale Agreement) shall have occurred under the Sale Agreement with respect to such Pool Asset, at then such event shall also constitute an Event of Repurchase for purposes of this Agreement. The repurchase price for a price Pool Asset shall be the amount equal to 100% the Unpaid Balance of such Pool Asset at such time and shall be paid to the Concentration Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Administrative Agent. Upon the payment in full of the principal amount of repurchase price with respect to a Pool Asset, such Securities to be repurchased (the "Repurchase Price")Pool Asset shall hereby be, together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not and be deemed to have occurred so long as be, repurchased by Seller from the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal applicable Purchasers without recourse to or exceed 110% of the conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated warranty by the SEC under Administrative Agent or any Purchaser but free and clear of any lien, encumbrance or other Adverse Claim created by or through the Exchange Act, Administrative Agent and each Purchaser. Except as specifically set forth in effect on the date of execution of the Indenture. this clause (b) Within 15 calendar days after a Repurchase Event), the Company Seller shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the not have any right to require the Company or obligation to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interest; (7) that, unless the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (8) a description of any other procedure which a Holder must follow to exercise his right to have Securities repurchased. At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense, provided however, that the Company shall deliver to the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth the information to be stated in such notice as provided in this Section 6.09. No failure of the Company to give the Company Notice shall limit any Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto other than as provided above upon receipt of the written notice of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence of written notice from the Company to the contrary, that no Repurchase Event has occurredPool Assets. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect to the Securities as to which the repurchase right had been exercised in cash to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the unpurchased portion of such surrendered Security. (d) In connection with any repurchase of Securities under this Section 6.09, the Company shall (i) comply with Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.

Repurchase Event. (a) In the event that of a Repurchase Event occurs after initial issuance of the SecuritiesEvent, each Holder of Securities the Series A Convertible Debentures shall have have, subject to Article 11 of the right (which right may not be waived by Indenture, the Board of Directors or the Trustee) right, at the such Holder's option, to require that the Company to repurchase all or any part of such Holder's Securities or any authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), Series A Convertible Debentures at a repurchase price in cash equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price")thereof plus accrued and unpaid interest, together with accrued interest if any, to the Repurchase Date date of repurchase in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, as in effect on the date of execution of the Indenture4.1. (b) Within 15 calendar 30 days after a following any Repurchase Event, the Company shall mail a notice (to each Holder of the "Company Notice") Series A Convertible Debentures at its last registered address with a copy to the Trustee and each Securityholder of record as of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder Holder has the right to require the Company to repurchase all or any authorized denomination such Holder's Series A Convertible Debentures at a repurchase price in cash equal to 100% of such Securityholder's Securities at the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (the "Repurchase PriceOffer"); (2) if the date of the circumstances and relevant facts regarding such Repurchase Event is on or prior (including information with respect to March 1pro forma historical income, 2007, the current Conversion Price, the date on which the right cash flow and capitalization after giving effect to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversionRepurchase Event); (3) the repurchase date (which shall be not earlier than 30 days or later than 60 days from the date such notice is mailed) (the "Repurchase Date"); (4) that any Series A Convertible Debenture not tendered will continue to accrue interest; (5) that any Series A Convertible Debenture accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Repurchase Date; (6) that Holders electing to have Securities or any authorized denomination thereof a Series A Convertible Debenture purchased pursuant to a Repurchase Offer will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date Series A Convertible Debenture, with the form entitled "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered Series A Convertible Debenture completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Repurchase Date; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day (or such shorter period as may be converted into Common Stock only to required by applicable law) preceding the extent that Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Series A Convertible Debentures the Holder of delivered for purchase, and a statement that such Securities withdraws Holder is withdrawing his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interest; (7) that, unless the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase DateSeries A Convertible Debentures purchased; and (8) a description of any other procedure that Holders which a Holder must follow to exercise his right elect to have Securities repurchased. At their Series A Convertible Debentures purchased only in part will be issued new Series A Convertible Debentures in a principal amount equal to the Company's requestunpurchased portion of the Series A Convertible Debenture surrendered. (c) On the Repurchase Date, the Trustee shall give the Company Notice in the Company's name and at the Company's expense, provided however, that the Company shall deliver shall: (i) accept for payment Series A Convertible Debentures or portions thereof tendered pursuant to the TrusteeRepurchase Offer; (ii) deposit by 10:00 a.m., at least five days prior New York City time, with the Trustee money sufficient to pay the purchase price of all Series A Convertible Debentures or portions thereof so tendered; and (iii) deliver or cause to be delivered to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), Trustee Series A Convertible Debentures so accepted together with an Officers' Certificate setting forth identifying the information Series A Convertible Debentures or portions thereof tendered to be stated in such notice as provided in this Section 6.09. No failure of the Company to give the Company Notice shall limit any Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto other than as provided above upon receipt of the written notice of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence of written notice from the Company shall promptly mail to the contrary, that no Repurchase Event has occurred. (c) In Holders of the event a repurchase right shall be exercised Series A Convertible Debentures so accepted payment in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect an amount equal to the Securities as purchase price, and promptly authenticate and make available for delivery to which the repurchase right had been exercised such Holders a new Series A Convertible Debenture in cash to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the equal to any unpurchased portion of such surrendered Security. (d) In connection with any repurchase the Series A Convertible Debenture surrendered. The Company will publicly announce the results of Securities under this Section 6.09, the Repurchase Offer on or as soon as practicable after the Repurchase Date. The Company shall (i) comply with Rule 13e-4 (which term, as used herein, includes any successor provision thereto) all applicable tender offer rules under the Exchange Act, if applicableincluding, (ii) file the related Schedule TO (or any successor schedulewithout limitation, form or report) Rules 13e-4 and 14e-1 under the Exchange Act, if applicable, and (iii) otherwise comply as then in effect with all federal and state securities laws so as respect to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09any such Repurchase Offer.

Repurchase Event. (a) In the event that of a Repurchase Event occurs after initial issuance of the Securities(as hereinafter defined) on or before March 1, 2007 each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities Securities, or any authorized denomination thereofportion thereof that is an integral multiple of $1,000, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09Date; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if on or before March 1, 2007 the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the conversion price Conversion Price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC Commission under the Exchange Act, as in effect on the date of execution of the Indenture. . A Repurchase Event shall be deemed to have occurred at such time after initial issuance of the Securities if: (bi) Within 15 calendar days after any Person (including any syndicate or group deemed to be a Repurchase Event"Person" under Section 13(d)(3) of the Exchange Act), other than the Company, any Subsidiary, any existing Person (including, directly or indirectly, the Company shall mail a notice immediate family (the "Company Notice"parents, spouse, children, brothers or sisters) to the Trustee and each Securityholder of record as any such Person) who currently beneficially owns shares of the date Company's capital stock with 50% or more of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right to require voting power as described below, or any current or future employee or director benefit plan of the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date Subsidiary or any entity holding capital stock of the Repurchase Event is on Company for or prior pursuant to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered such plan, or not accepted for payment will continue to accrue interest; (7) thatan underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, unless is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (8) a description of any other procedure which a Holder must follow entitling such Person to exercise his right to have Securities repurchased. At 50% or more of the Company's request, the Trustee shall give total voting power of all shares of capital stock of the Company Notice entitled to vote generally in the Company's name and at the Company's expense, provided however, that election of directors; (ii) the Company shall deliver to sells or transfers all or substantially all of the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth the information to be stated in such notice as provided in this Section 6.09. No failure assets of the Company to give another Person; (iii) there occurs any consolidation of the Company Notice shall limit with, or merger of the Company into, any Securityholder's right to exercise other Person, any merger of another Person into the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto Company (other than as provided above upon receipt a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the written notice Company and results in a reclassification, conversion or exchange of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence outstanding shares of written notice from the Company to the contrary, that no Repurchase Event has occurred. Common Stock solely into shares of Common Stock) or (c) In a transaction in which the event a repurchase right shall be exercised in accordance with the terms hereof, stockholders of the Company shall pay immediately prior to such transaction owned, directly or cause indirectly, immediately following such transaction, a majority of the combined voting power of the voting capital stock of the corporation resulting from the transaction, such stock to be paid owned by such stockholders in substantially the price payable with respect same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Securities as to Board of Directors in which the repurchase right had been exercised individuals who constituted the Board of Directors at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in cash office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Securityholder. In directors then in office; or (v) the event that a repurchase right Common Stock is exercised with respect to less than the entire principal amount subject of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the unpurchased portion of such surrendered Security. (d) In connection with any repurchase of Securities under this Section 6.09, the Company shall (i) comply with "Rule 13e-4 (which term, 13e-3 transaction" as used herein, includes any successor provision thereto) defined under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.

Repurchase Event. (a) In the event that a Repurchase Event occurs after initial issuance If any of the Securitiesfollowing events (each, an “Event of Repurchase”) occurs and is continuing with respect to a Pool Asset: (i) any representation or warranty by Seller hereunder with respect to such Pool Asset is incorrect either (A) in any material respect or (B) in any manner that adversely affects the value or collectability of such Pool Asset, in each Holder case, when made or deemed made; 753697831 (ii) Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Pool Asset set forth in any Transaction Document or any related Receivable Documentation or Loan Documents, as applicable, on its part to be performed or observed and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Unpaid Balance of Securities shall have such Pool Asset on the right due date thereof; or (which right may not be waived by iii) either (A) Seller or Servicer instructs the Board of Directors related Account Debtor or Obligor to pay any amount with respect to such Pool Asset to an account other than a Lockbox, an Originator Specified Account, a Collection Account or the TrusteeConcentration Account or (B) the related Account Debtor or Obligor refuses to make any payment to a Lockbox, an Originator Specified Account, a Collection Account or the Concentration Account (unless to the extent such refusal to pay is due to the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to such Account Debtor or Obligor)), then, Seller shall immediately deliver notice thereof to the Administrative Agent and, at the Holder's optiontime, to require in the Company to manner and otherwise as hereinafter set forth, repurchase all such Pool Asset at the Administrative Agent’s option and demand; provided, however, that if a “Sale Agreement Event of such Holder's Securities or any authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice Repurchase” (as defined below)in the Sale Agreement) shall have occurred under the Sale Agreement with respect to such Pool Asset, at then such event shall also constitute an Event of Repurchase for purposes of this Agreement. The repurchase price for a price Pool Asset shall be the amount equal to 100% the Unpaid Balance of such Pool Asset at such time and shall be paid to the Concentration Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Administrative Agent. Upon the payment in full of the principal amount of repurchase price with respect to a Pool Asset, such Securities to be repurchased (the "Repurchase Price")Pool Asset shall hereby be, together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not and be deemed to have occurred so long as be, repurchased by Seller from the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal applicable Purchasers without recourse to or exceed 110% of the conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated warranty by the SEC under Administrative Agent or any Purchaser but free and clear of any lien, encumbrance or other Adverse Claim created by or through the Exchange Act, Administrative Agent and each Purchaser. Except as specifically set forth in effect on the date of execution of the Indenture. this clause (b) Within 15 calendar days after a Repurchase Event), the Company Seller shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the not have any right to require the Company or obligation to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Securities which have been surrendered to the Paying Agent may be converted into Common Stock only to the extent that the Holder of such Securities withdraws his election to have such Securities purchased in accordance with the terms of this Section 6.09; (6) that any Security not tendered or not accepted for payment will continue to accrue interest; (7) that, unless the Company defaults in paying the Repurchase Price, any Security accepted for payment shall cease to accrue interest after the Repurchase Date; and (8) a description of any other procedure which a Holder must follow to exercise his right to have Securities repurchased. At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense, provided however, that the Company shall deliver to the Trustee, at least five days prior to the date upon which the Company Notice must be mailed to Securityholders (unless a shorter time shall be acceptable to the Trustee), an Officers' Certificate setting forth the information to be stated in such notice as provided in this Section 6.09. No failure of the Company to give the Company Notice shall limit any Securityholder's right to exercise the repurchase right herein described. The Trustee shall be under no obligation to ascertain or verify the occurrence of a Repurchase Event or to give notice with respect thereto other than as provided above upon receipt of the written notice of a Repurchase Event from the Company. The Trustee may conclusively presume, in the absence of written notice from the Company to the contrary, that no Repurchase Event has occurredPool Assets. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the price payable with respect to the Securities as to which the repurchase right had been exercised in cash to the Securityholder. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Security, the Company shall execute and the Trustee shall authenticate for issuance in the name of the Securityholder a Security or Securities in the aggregate principal amount of the unpurchased portion of such surrendered Security. (d) In connection with any repurchase of Securities under this Section 6.09, the Company shall (i) comply with Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable, and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 6.09 to be exercised in the time and in the manner specified in this Section 6.09.