Common use of Company Repurchase Notice Clause in Contracts

Company Repurchase Notice. The Company shall give written notice of the Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) the name and address of the Paying Agent and the Conversion Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (v) that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vi) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.08, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company.

Company Repurchase Notice. The In connection with any repurchase of Securities pursuant to this Section 3.08, the Company shall give written notice of the Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) the name and address of the Paying Agent and the Conversion Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (v) that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vi) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.08, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company.

Company Repurchase Notice. (a) The Company shall give written notice of Debentures to be repurchased on the Repurchase Date pursuant to Section 3.06 will be paid for in cash. At least three (3) Business Days before the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officers' Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 3.07(b) in the Company Repurchase Date;Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Notice required by Section 3.07(b). (b) In connection with any repurchase of Debentures, the Company shall, no less than twenty (20) Business Days prior to the Repurchase PriceDate (the "Company Repurchase Notice Date"), give notice to holders at their addresses shown in the Base Rate, Debenture Register setting forth information specified in this Section 3.07(b) (the Applicable Conversion Rate estimated "Company Repurchase Notice"). The Company will also give notice to beneficial owners as of a recent date and, to required by applicable law. The Company Repurchase Notice shall: (1) state the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on repurchase price and the Repurchase DateDate to which the Company Repurchase Notice relates; (iii2) include a form of Repurchase Notice; (3) state the name and address of the Paying Agent and Trustee (or other paying agent or conversion agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Debentures must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the purchase price; (v5) if the Debentures are then convertible, state that Securities Debentures as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Debentures. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expense's request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that's name and at the Company's expense. (c) The Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable and file a Schedule TO or any other required schedule or form under the Exchange Act to the extent applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Debentures.

Company Repurchase Notice. The In connection with any repurchase of Securities pursuant to this Section 13.1, the Company shall give written notice of the Repurchase Date to the Holders and the Trustee (the “"Company Repurchase Notice”"). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base RateConversion Price and accrued, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on interest, if any (including Additional Interest, if any) to, but excluding, the Repurchase Date; (iiiii) the name and address of the Paying Agent and the Conversion Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (viii) that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine XII of this the Indenture; (viiv) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interestinterest (including Additional Interest, if any); (viiv) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest (including Additional Interest, if any) payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi(iv); (viiivi) the procedures the Holder must follow under this Section 3.0813.1; (ixvii) the conversion rights of the Securities; (xviii) that, unless the Company defaults in making payment of such Repurchase Price, interest (including Additional Interest, if any) on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xiix) the CUSIP number of the Securities; and (xiix) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.1013.2). At the Company’s written 's request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.0813.1, and at the Company’s 's expense, the Trustee shall give the Company Repurchase Notice in the Company’s 's name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities.

Company Repurchase Notice. The In connection with any repurchase of Securities pursuant to this Section 13.1, the Company shall give written notice of the Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and Trustee, to each Holder and, as required by applicable law, to beneficial owners of Securities not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base RateConversion Price and accrued, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on interest, if any (including Additional Interest and Special Interest, if any) to, but excluding, the Repurchase Date; (iiiii) the name and address of the Paying Agent and the Conversion Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (viii) that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine XII of this the Indenture; (viiv) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interestinterest (including Additional Interest and Special Interest, if any); (viiv) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest (including Additional Interest and Special Interest, if any) payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi(iv); (viiivi) the procedures the Holder must follow under this Section 3.0813.1; (ixvii) the conversion rights of the Securities; (xviii) that, unless the Company defaults in making payment of such Repurchase Price, interest (including Additional Interest and Special Interest, if any) on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xiix) the CUSIP number of the Securities; and (xiix) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.1013.2). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.0813.1, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities.

Company Repurchase Notice. The In connection with any repurchase of Securities pursuant to this Section 3.08, the Company shall give written notice of the Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date Price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iiiii) the name and address of the Paying Agent and the Conversion Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (viii) that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (viiv) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (viiv) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi)3.08(b)(iv) ; (viiivi) the procedures the Holder must follow under this Section 3.08; (ixvii) the conversion rights of the Securities;; [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] (xviii) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xiix) the CUSIP number of the Securities; and (xiix) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.08, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company.

Company Repurchase Notice. The (a) In connection with any repurchase of Notes, the Company shall shall, on the applicable Company Repurchase Notice Date, give written notice of the Repurchase Date to Holders (with a copy to the Holders and Trustee) setting forth the Trustee information specified in this Section 3.06 (in either case, the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecify: (i1) the Repurchase Date; (ii) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, Fundamental Change Purchase Price and the amount of interest accrued but and unpaid interest that will be payable with respect to each per $1,000 principal amount of Notes to the Securities on the Repurchase Fundamental Change Purchase Date; (iii2) the name and address of the Paying Agent and the Conversion AgentFundamental Change Purchase Date; (iv3) the circumstances constituting the Fundamental Change; (4) that the Paying Agent Holders must receive the Holder’s Repurchase Notice on or before exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Repurchase Fundamental Change Purchase Date; (v5) the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Agent; (6) that Securities Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interest; (7) that a Holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.07; (8) that Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn by the Holder in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Supplemental Indenture; (vi) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x9) that, unless the Company defaults in making payment of such Repurchase the Fundamental Change Purchase Price, interest on Securities covered by any Notes in respect of which a Repurchase Notice shall have been submitted and not withdrawn will cease to accrue on and after the Repurchase Fundamental Change Purchase Date;; and (xi10) the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified Notes, if CUSIP numbers are then in Section 3.10)use. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the A Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s namename and at the Company’s expense; provided that, in all cases, that the text of the Company Repurchase Notice shall be prepared by the Company. If any of the Notes is represented by a Global Note, then the Company will modify such notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (b) The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Company Repurchase Notice. (a) The Notes to be repurchased on any Repurchase Date pursuant to Section 3.06 will be paid for in cash. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, at least three Business Days before the Company Repurchase Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying: (i) the information required by Section 3.07(b) in the Company Repurchase Notice, and (ii) whether the Company desires the Trustee to give written notice the Company Repurchase Notice required by Section 3.07(b). (b) Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, in connection with any repurchase of Notes, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the “Company Repurchase Notice Date”), give notice to holders at their addresses shown in the Holders and the Trustee Note Register setting forth information specified in this Section 3.07(b) (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent will also give notice to beneficial owners as required by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Dateapplicable law. Each The Company Repurchase Notice shall shall: (1) state the repurchase price and the Repurchase Date to which the Company Repurchase Notice relates; (2) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii3) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the repurchase price; (v5) if the Notes are then convertible, state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided thatname and at the Company’s expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. The In connection with any repurchase of Debentures, the Company shall shall, in the case of a Fundamental Change, on or before the fifth calendar day after the occurrence of such Fundamental Change or, in the case of any repurchase of Debentures at the option of holders pursuant to Section 4.02, no less than 20 Business Days prior to each Repurchase Date, give written notice of the Repurchase Date to holders (with a copy to the Holders Trustee and the Trustee Paying Agent) setting forth information specified in this Section 4.03 (in either case, the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall shall: (1) state the Fundamental Change Repurchase Price or Repurchase Price, as applicable, and the Fundamental Change Repurchase Date or the Repurchase Date, as applicable, to which the Company Repurchase Notice relates; (2) state, if applicable, the circumstances constituting the Fundamental Change; (3) state that the Fundamental Change Repurchase Price or Repurchase Price, as applicable, will be paid in cash; (4) state that holders must exercise their right to elect repurchase prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date or Repurchase Date, as applicable; (5) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii6) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and the Conversion Agent; (iv7) state that Debentures must be surrendered to the Paying Agent must receive to collect the Holder’s Fundamental Change Repurchase Price or Repurchase Price, as applicable; (8) state that a holder may withdraw its Repurchase Notice on or before the close of business at any time prior to 5:00 p.m., New York City time, on the third Business Day prior to immediately preceding the Fundamental Change Repurchase Date or the Repurchase Date, as the case may be, by delivering a valid written notice of withdrawal in accordance with Section 4.04; (v9) state whether the Debentures are then convertible, the then applicable Conversion Rate, and, in the case of the occurrence of a Fundamental Change, the expected changes in the Conversion Rate resulting from such Fundamental Change transaction and expected changes in the cash, shares or other property deliverable upon conversion of the Debentures as a result of the occurrence of the Fundamental Change, in each case if applicable; (10) that Securities Debentures as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this First Supplemental Indenture; (vi11) that Securities must be surrendered to state the Paying Agent at amount of interest accrued and unpaid per $1,000 principal amount of Debentures to, but excluding, the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Securities Repurchase Date, as described in clause 3.08(b)(vi);applicable; and (viii12) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Debentures. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the A Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s namename and at the Company’s expense; provided thatprovided, in all cases, that the text of the Company Repurchase Notice shall be prepared by the Company.

Company Repurchase Notice. (a) The Notes to be repurchased on any Repurchase Date pursuant to Section 3.03 will be paid for in cash. At least three Business Days before the Company Repurchase Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying: (i) the information required by Section 3.04(b) in the Company Repurchase Notice, and (ii) whether the Company desires the Trustee to give written notice the Company Repurchase Notice in the Company’s name in accordance with Section 3.04(b). (b) In connection with any repurchase of Notes, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the “Company Repurchase Notice Date”), give notice to holders at their addresses shown in the Security Register with a copy to the Holders and the Trustee setting forth information specified in this Section 3.04(b) (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent will also give notice to beneficial owners as required by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Dateapplicable law. Each The Company Repurchase Notice shall shall: (1) state the Repurchase Amount and the Repurchase Date to which the Company Repurchase Notice relates; (2) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii3) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and Company (or the Conversion AgentCompany’s designated brokerage account); (iv4) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be delivered to the Repurchase DateCompany (or the Company’s designated brokerage account) to collect the repurchase price; (v5) state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vi) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) the CUSIP number of the Securities; and (xii6) state the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)ISIN number of the Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided thatname and at the Company’s expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. The Company shall give written In connection with any repurchase of Notes pursuant to Section 3.01, the notice of the Repurchase Date to the Holders and the Trustee contemplated by such provision (the “Company Repurchase Notice”). The ) shall: (a) state the repurchase price and the Fundamental Change Repurchase Date to which the Company Repurchase Notice shall relates; (b) state the event constituting the Fundamental Change and the effective date of the Fundamental Change; (c) state that the repurchase price will be sent by first-class mail paid in cash; (d) state that Holders must exercise their right to the Trustee and to each Holder not less than 30 Business Days elect repurchase prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date; (iie) the include a form of Fundamental Change Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase DateNotice; (iiif) state the name and address of the Paying Agent and the Conversion Agent; (ivg) state that Notes must be surrendered to the Paying Agent must receive to collect the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Daterepurchase price; (vh) state that Securities a Holder may withdraw its Fundamental Change Repurchase Notice in whole or in part at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.03; (i) state that the Notes are then convertible, the then applicable Conversion Rate, and any adjustments to the applicable Conversion Rate resulting from the Fundamental Change transaction and expected changes in the cash, shares or other property deliverable upon conversion of the Notes as a result of the occurrence of the Fundamental Change; (j) state that Notes as to which a Fundamental Change Repurchase Notice has been given may be converted only if (x) the applicable Fundamental Change Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vik) that Securities must be surrendered to state the Paying Agent at amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the address specified in such notice to collect payment of the Fundamental Change Repurchase Price and accrued but unpaid interest;Date; and (viil) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the A Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s namename and at the Company’s expense; provided thatprovided, in all cases, that the text of the Company Repurchase Notice shall be prepared by the Company. The Company will, to the extent required, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other federal and state securities laws in connection with the repurchase of the Notes. Notwithstanding the foregoing, the Company will not be required to make an offer to purchase the Notes after the Maturity Date.

Company Repurchase Notice. (a) The Notes to be repurchased on any Repurchase Date pursuant to Section 3.06 will be paid for in cash. Unless the Company shall give written notice has elected to redeem all of the Repurchase Date to Notes in accordance with Section 3.01, at least three Business Days before the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officer's Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 3.07(b) in the Company Repurchase Date;Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Notice required by Section 3.07(b). (b) Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, in connection with any repurchase of Notes, the Company shall, no less than 20 Business Days prior to the Repurchase PriceDate (the "Company Repurchase Notice Date"), give notice to holders at their addresses shown in the Base Rate, Note Register setting forth information specified in this Section 3.07(b) (the Applicable Conversion Rate estimated "Company Repurchase Notice"). The Company will also give notice to beneficial owners as of a recent date and, to required by applicable law. The Company Repurchase Notice shall: (a) state the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on repurchase price and the Repurchase DateDate to which the Company Repurchase Notice relates; (iiia) include a form of Repurchase Notice; (a) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (iva) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the repurchase price; (va) if the Notes are then convertible, state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (via) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expense's request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that's name and at the Company's expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. (a) The Company shall give written notice of Debentures to be repurchased on the Repurchase Date pursuant to Section 3.06 will be paid for in cash. At least three Business Days before the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officers’ Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 3.07(b) in the Company Repurchase Date;Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Notice required by Section 3.07(b). (b) In connection with any repurchase of Debentures, the Company shall, no less than 20 Business Days prior to the Repurchase PriceDate (the "Company Repurchase Notice Date"), give notice to holders at their addresses shown in the Base Rate, Debenture Register setting forth information specified in this Section 3.07(b) (the Applicable Conversion Rate estimated "Company Repurchase Notice"). The Company will also give notice to beneficial owners as of a recent date and, to required by applicable law. The Company Repurchase Notice shall: (1) state the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on repurchase price and the Repurchase DateDate to which the Company Repurchase Notice relates; (iii2) include a form of Repurchase Notice; (3) state the name and address of the Paying Agent and Trustee (or other paying agent or conversion agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Debentures must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the purchase price; (v5) if the Debentures are then convertible, state that Securities Debentures as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Debentures. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that, name and at the Company’s expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Debentures.

Company Repurchase Notice. (a) The Notes to be repurchased on any Repurchase Date pursuant to Section 3.06 will be paid for in cash. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, at least three Business Days before the Company Repurchase Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying: (i) the information required by Section 3.07(b) in the Company Repurchase Notice, and (ii) whether the Company desires the Trustee to give written notice the Company Repurchase Notice required by Section 3.07(b). (b) Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, in connection with any repurchase of Notes, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the “Company Repurchase Notice Date”), give notice to holders at their addresses shown in the Holders and the Trustee Note Register setting forth information specified in this Section 3.07(b) (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent will also give notice to beneficial owners as required by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Dateapplicable law. Each The Company Repurchase Notice shall shall: (1) state the Repurchase Price and the Repurchase Date to which the Company Repurchase Notice relates; (2) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii3) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Trustee (or other paying agent appointed by the Company) to collect the Repurchase DatePrice; (v5) state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided thatname and at the Company’s expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. The (a) In connection with any repurchase of Notes, the Company shall give written notice of the shall, no less than 20 Business Days prior to each Repurchase Date to the Holders and the Trustee (the “"Company Repurchase Notice Date"), give notice to Noteholders at their addresses shown in the Note register setting forth information specified in this Section 17.2(a) (the "Company Repurchase Notice”"). The Company Repurchase Notice shall be sent will also give notice to beneficial owners as required by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Dateapplicable law. Each Company Repurchase Notice shall shall: (1) state the repurchase price and the Repurchase Date to which the Company Repurchase Notice relates; (2) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii3) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior must be delivered to the Repurchase DateTrustee (or other paying agent appointed by the Company) and the Notes must be surrendered to the Trustee (or other paying agent appointed by the Company) to collect the purchase price; (v5) if the Notes are then convertible, state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; andNotes. (xiib) the procedures for withdrawing a Company Repurchase Notice (as specified in Section 3.10). At the Company’s written request, which shall Notices may be made at least three Business Days prior to the date given by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.08or, and at the Company’s expense's request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that, in all cases, 's name and at the text of Company's expense. (c) At least five (5) Business Days before the Company Repurchase Notice Date, the Company shall be prepared deliver an Officers' Certificate to the Trustee specifying: (i) the information required by Section 17.2(b) in the CompanyCompany Repurchase Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Notice required by Section 17.2(b). (d) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act to the extent then applicable in connection with the repurchase rights of the holders of Notes.

Company Repurchase Notice. The Company shall give written In connection with any repurchase of Notes pursuant to ‎Section 3.01, the notice of the Repurchase Date to the Holders and the Trustee contemplated by such provision (the “Company Repurchase Notice”). The ) shall: (1) state the repurchase price and the Fundamental Change Repurchase Date to which the Company Repurchase Notice shall relates; (2) state the event constituting the Fundamental Change and the date of the Fundamental Change; (3) state that the repurchase price will be sent by first-class mail paid in cash; (4) state that Holders must exercise their right to the Trustee and to each Holder not less than 30 Business Days elect repurchase prior to any 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date. Each Company Repurchase Notice shall ; (5) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii6) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and the Conversion Agent; (iv7) state that Notes must be surrendered to the Paying Agent must receive to collect the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Daterepurchase price; (v8) state that a Holder may withdraw its Repurchase Notice in whole or in part at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with ‎Section 3.03; (9) state the period during which the Notes are convertible pursuant to ‎Section 10.01(a)(5), the then-applicable Conversion Rate and any adjustments to the applicable Conversion Rate resulting from the Fundamental Change transaction and expected changes in the cash, shares or other property deliverable upon conversion of the Notes as a result of the occurrence of the Fundamental Change; (10) state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vi11) that Securities must be surrendered to state the Paying Agent at amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the address specified in such notice to collect payment of the Fundamental Change Repurchase Price and accrued but unpaid interest;Date; and (vii12) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the A Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s namename and at the Company’s expense; provided thatprovided, in all cases, that the text of the Company Repurchase Notice shall be prepared by the Company. The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other federal and state securities laws in connection with the repurchase of the Notes.

Company Repurchase Notice. The Company shall give written In connection with any repurchase of Notes pursuant to Section 3.01, the notice of the Repurchase Date to the Holders and the Trustee contemplated by such provision (the “Company Repurchase Notice”). The ) shall: (1) state the repurchase price and the Fundamental Change Repurchase Date to which the Company Repurchase Notice shall relates; (2) state the event constituting the Fundamental Change and the date of the Fundamental Change; (3) state that the repurchase price will be sent by first-class mail paid in cash; (4) state that Holders must exercise their right to the Trustee and to each Holder not less than 30 Business Days elect repurchase prior to any 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date. Each Company Repurchase Notice shall ; (5) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii6) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and the Conversion Agent; (iv7) state that Notes must be surrendered to the Paying Agent must receive to collect the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Daterepurchase price; (v8) state that a Holder may withdraw its Repurchase Notice in whole or in part at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.03; (9) state that Securities the Notes are then convertible, the then applicable Conversion Rate, and any adjustments to the applicable Conversion Rate resulting from the Fundamental Change transaction and expected changes in the cash, shares or other property deliverable upon conversion of the Notes as a result of the occurrence of the Fundamental Change; (10) state that Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vi11) that Securities must be surrendered to state the Paying Agent at amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the address specified in such notice to collect payment of the Fundamental Change Repurchase Price and accrued but unpaid interest;Date; and (vii12) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the A Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s namename and at the Company’s expense; provided thatprovided, in all cases, that the text of the Company Repurchase Notice shall be prepared by the Company. The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other federal and state securities laws in connection with the repurchase of the Notes.

Company Repurchase Notice. The In connection with any repurchase of Securities pursuant to this Section 13.1, the Company shall give written notice of the Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base RateConversion Price and accrued, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on interest, if any (including Additional Interest, if any) to, but excluding, the Repurchase Date; (iiiii) the name and address of the Paying Agent and the Conversion Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (viii) that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine XII of this the Indenture; (viiv) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interestinterest (including Additional Interest, if any); (viiv) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest (including Additional Interest, if any) payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi(iv); (viiivi) the procedures the Holder must follow under this Section 3.0813.1; (ixvii) the conversion rights of the Securities; (xviii) that, unless the Company defaults in making payment of such Repurchase Price, interest (including Additional Interest, if any) on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xiix) the CUSIP number of the Securities; and (xiix) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.1013.2). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.0813.1, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities.

Company Repurchase Notice. The Company shall give written notice of the each Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date Price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest (including Liquidated Damages, if any) that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iiiii) the name and address of the Paying Agent and the Conversion Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (viii) that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (viiv) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interestinterest (including Liquidated Damages, if any); (viiv) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest (including Liquidated Damages, if any) payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi(iv); (viiivi) the procedures the Holder must follow under this Section 3.08; (ixvii) briefly, the conversion rights of the Securities; (xviii) that, unless the Company defaults in making payment of such Repurchase Price, interest (including Liquidated Damages, if any) on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xiix) the CUSIP number of the Securities; and (xiix) the procedures for withdrawing a Repurchase Notice or (as specified in Section 3.10). At the Company’s written request, which shall be made at least three five Business Days prior to the date by which the a Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.08, and at the Company’s expense, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the such Company Repurchase Notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities.

Company Repurchase Notice. (a) The Company shall give written notice of Securities to be repurchased on the Repurchase Date pursuant to Section 14.06 will be paid for in cash. At least three Business Days before the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officers' Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 14.07(b) in the Company Repurchase Date;Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Price, Notice required by Section 14.07(b). (b) Unless the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, Company has elected to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount redeem all of the Securities on or before the Repurchase DateDate in accordance with Section 14.01, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the "COMPANY REPURCHASE NOTICE DATE"), give notice to Securityholders at their addresses shown in the Security Register setting forth information specified in this Section 14.07(b) (the "COMPANY REPURCHASE NOTICE"). The Company will also give notice to beneficial owners as required by applicable law. The Company Repurchase Notice shall: (1) state the repurchase price and the Repurchase Date to which the Company Repurchase Notice relates; (iii2) include a form of Repurchase Notice; (3) state the name and address of the Paying Agent and Trustee (or other paying agent or conversion agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Securities must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the repurchase price; (v5) if the Securities are then convertible, state that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expense's request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that's name and at the Company's expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the CompanySecurityholders.

Company Repurchase Notice. (a) The Company shall give written notice Notes to be repurchased on any Repurchase Date pursuant to Section 3.06 will be paid for in cash, or at the option of the Repurchase Date Company, subject to the Holders and satisfaction by the Trustee (Company of the “conditions set forth in Section 3.12, by delivery of Ordinary Shares, or a combination thereof. Unless the Company Repurchase Notice”). The has elected to redeem all of the Notes in accordance with Section 3.01, at least three Business Days before the Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officers' Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 3.07(b) in the Company Repurchase Date;Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Notice required by Section 3.07(b). (b) Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, in connection with any repurchase of Notes, the Company shall, no less than 20 Business Days prior to the Repurchase PriceDate (the "Company Repurchase Notice Date"), give notice to holders of Notes not theretofore called for redemption at their addresses shown in the Base Rate, Note Register setting forth information specified in this Section 3.07(b) (the Applicable Conversion Rate estimated "Company Repurchase Notice"). The Company will also give notice to beneficial owners as of a recent date and, to required by applicable law. The Company Repurchase Notice shall: (1) state the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on repurchase price and the Repurchase DateDate to which the Company Repurchase Notice relates; (iii2) include a form of Repurchase Notice; (3) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the repurchase price; (v5) if the Notes are then convertible, state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the SecuritiesNotes; and (xii7) state whether the procedures for withdrawing a Company has elected, pursuant to Section 3.12, to pay the Repurchase Notice (as specified Price in Section 3.10)whole or in part by delivery of Ordinary Shares. At In the Company’s written requestevent that the Company has elected to pay any portion of the Repurchase Price by delivery of Ordinary Shares, which such notice shall be made at least three Business Days prior to also specify the date method by which the Company is required to calculate the market price of the Ordinary Shares, the procedures that holders must follow to require the Company to repurchase the Notes, the percentage of the Repurchase Price to be paid in cash, if any, and the percentage of the Repurchase Price to be paid in Ordinary Shares. The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expense's request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that's name and at the Company's expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. (a) The Notes to be repurchased on any Repurchase Date pursuant to Section 3.06 will be paid for in cash. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, at least three Business Days before the Company Repurchase Notice Date, the Company shall deliver an Officer’s Certificate to the Trustee specifying: (i) the information required by Section 3.07(b) in the Company Repurchase Notice, and (ii) whether the Company desires the Trustee to give written notice the Company Repurchase Notice required by Section 3.07(b). (b) Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, in connection with any repurchase of Notes, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the “Company Repurchase Notice Date”), give notice to holders at their addresses shown in the Holders and the Trustee Note Register setting forth information specified in this Section 3.07(b) (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent will also give notice to beneficial owners as required by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Dateapplicable law. Each The Company Repurchase Notice shall shall: (a) state the repurchase price and the Repurchase Date to which the Company Repurchase Notice relates; (b) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (iic) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (ivd) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the repurchase price; (ve) if the Notes are then convertible, state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vif) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided thatname and at the Company’s expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. The Company shall give written notice of (a) At least five (5) Business Days before the Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officers' Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 3.07(b) in the Company Repurchase Date;Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Notice required by Section 3.07(b). (b) In connection with any repurchase of Notes under Section 3.06, the Company shall, no less than twenty (20) Business Days prior to the Repurchase PriceDate (the "Company Repurchase Notice Date"), give notice to holders at their addresses shown in the Base Rate, Note Register setting forth information specified in this Section 3.07(b) (the Applicable Conversion Rate estimated "Company Repurchase Notice"). The Company shall also give notice to beneficial owners as of a recent date and, to required by applicable law. The Company Repurchase Notice shall: (1) state the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on repurchase price and the Repurchase DateDate to which the Company Repurchase Notice relates; (iii2) include a form of Repurchase Notice; (3) state the name and address of the Paying Agent and Trustee (or other paying agent or conversion agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the purchase price; (v5) if the Notes are then convertible, state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and Notes (xii) the procedures for withdrawing a Repurchase Notice (as specified if then generally in Section 3.10use). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expense's written request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that's name and at the Company's expense. (c) The Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable and file a Schedule TO or any other required schedule or form under the Exchange Act to the extent applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. (a) The Notes to be repurchased on any Repurchase Date pursuant to Section 3.06 will be paid for in cash. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, at least three Business Days before the Company Repurchase Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying: (i) the information required by Section 3.07(b) in the Company Repurchase Notice, and (ii) whether the Company desires the Trustee to give written notice the Company Repurchase Notice required by Section 3.07(b). (b) Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, in connection with any repurchase of Notes, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the “Company Repurchase Notice Date”), give notice to holders at their addresses shown in the Holders and the Trustee Note Register setting forth information specified in this Section 3.07(b) (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent will also give notice to beneficial owners as required by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Dateapplicable law. Each The Company Repurchase Notice shall shall: (1) state the Repurchase Price and the Repurchase Date to which the Company Repurchase Notice relates; (2) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii3) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Trustee (or other paying agent appointed by the Company) to collect the Repurchase DatePrice; (v5) state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that, in all casesname and at the Company’s expense. (c) To the extent required by applicable law, the text Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act in connection with the repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. (a) The Company shall give written notice of Securities to be repurchased on the Repurchase Date pursuant to Section 14.06 will be paid for in cash. At least three Business Days before the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officers' Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 14.07(b) in the Company Repurchase Date;Notice, and 68 (ii) whether the Company desires the Trustee to give the Company Repurchase Price, Notice required by Section 14.07(b). (b) Unless the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, Company has elected to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount redeem all of the Securities on or before the Repurchase DateDate in accordance with Section 14.01, the Company shall, no less than 20 Business Days prior to the Repurchase Date (the "COMPANY REPURCHASE NOTICE DATE"), give notice to Securityholders at their addresses shown in the Security Register setting forth information specified in this Section 14.07(b) (the "COMPANY REPURCHASE NOTICE"). The Company will also give notice to beneficial owners as required by applicable law. The Company Repurchase Notice shall: (1) state the repurchase price and the Repurchase Date to which the Company Repurchase Notice relates; (iii2) include a form of Repurchase Notice; (3) state the name and address of the Paying Agent and Trustee (or other paying agent or conversion agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Securities must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the repurchase price; (v5) if the Securities are then convertible, state that Securities as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expense's request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that's name and at the Company's expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the CompanySecurityholders.

Company Repurchase Notice. (a) The Company Repurchase Notice, as provided in Section 3.02(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.02(b) (the “Company Repurchase Notice Date”). (b) In connection with any repurchase of Notes, the Company shall, on the applicable Company Repurchase Notice Date, give written notice of the Repurchase Date to Holders (with a copy to the Holders and the Trustee Trustee) setting forth information specified in this Section 3.03 (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall stateshall: (i) state the repurchase price, and the Designated Event Repurchase Date to which the relevant Company Repurchase Notice relates; (ii) state the circumstances constituting the Designated Event; (iii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Designated Event Repurchase Date; (iiiv) the include a form of Designated Event Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase DateNotice; (iiiv) state the name and address of the Trustee, the Paying Agent and and, if applicable, the Conversion Agent; (ivvi) state that Notes must be surrendered to the Paying Agent must receive to collect the Holder’s repurchase price; (vii) state that a Holder may withdraw its Designated Event Repurchase Notice on or before the close of business at any time prior to 5:00 p.m., New York City time, on the third second Business Day immediately prior to the Designated Event Repurchase DateDate by delivering a valid written notice of withdrawal in accordance with Section 3.04; (vviii) if the Notes are then convertible, state that Securities Notes as to which a Designated Event Repurchase Notice has been given may be converted only if (x) the applicable Designated Event Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vi) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) state the conversion rights amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the SecuritiesDesignated Event Repurchase Date; (x) state that, unless the Company defaults in making payment of such Repurchase Pricethe repurchase price, interest on Securities Notes covered by any Designated Event Repurchase Notice will shall cease to accrue on and after the Designated Event Repurchase Date; (xi) state the CUSIP number of the SecuritiesNotes, if CUSIP numbers are then in use; and (xii) state the procedures for withdrawing a Designated Event Repurchase Notice Notice, including a form of notice of withdrawal (as specified in Section 3.103.04). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the A Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s namename and at the Company’s expense; provided that, in all cases, that the text of the Company Repurchase Notice shall be prepared by the Company. If any of the Notes is represented by a Global Note, then the Company will modify such Company Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (c) The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Company Repurchase Notice. (a) The Company shall give written notice of Debentures to be repurchased on the Repurchase Date pursuant to Section 3.06 will be paid for in cash. At least three (3) Business Days before the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice Date, the Company shall be sent by first-class mail deliver an Officers' Certificate to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall statespecifying: (i) the information required by Section 3.07(b) in the Company Repurchase Date;Notice, and (ii) whether the Company desires the Trustee to give the Company Repurchase Notice required by Section 3.07(b). (b) In connection with any repurchase of Debentures under Section 3.06, the Company shall, no less than twenty (20) Business Days prior to the Repurchase PriceDate (the "COMPANY REPURCHASE NOTICE DATE"), give notice to holders at their addresses shown in the Base Rate, Debenture Register setting forth information specified in this Section 3.07(b) (the Applicable Conversion Rate estimated "COMPANY REPURCHASE NOTICE"). The Company will also give notice to beneficial owners as of a recent date and, to required by applicable law. The Company Repurchase Notice shall: (1) state the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on repurchase price and the Repurchase DateDate to which the Company Repurchase Notice relates; (iii2) include a form of Repurchase Notice; (3) state the name and address of the Paying Agent and Trustee (or other paying agent or conversion agent appointed by the Conversion AgentCompany); (iv4) state that the Paying Agent Debentures must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the purchase price; (v5) if the Debentures are then convertible, state that Securities Debentures as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi6) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and Debentures (xii) the procedures for withdrawing a Repurchase Notice (as specified if then generally in Section 3.10use). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expense's written request, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided that's name and at the Company's expense. (c) The Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable and file a Schedule TO or any other required schedule or form under the Exchange Act to the extent applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Debentures.

Company Repurchase Notice. The In connection with any repurchase of Notes pursuant to this Section 9.1, the Company shall give written notice of the Repurchase Date to the Holders and the Trustee (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and Trustee, to each Holder and to beneficial owners as required by applicable law in accordance with the Indenture, not less than 30 Business Days prior to any Repurchase Date. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base RateConversion Price and accrued, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on interest, if any (including Contingent Interest and Special Interest, if any) to, but excluding, the Repurchase Date; (iiiii) the name and address of the Paying Agent and the Conversion Agent; (iviii) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (v) that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture and (y) the Securities Notes may otherwise be converted pursuant to Article Nine VIII of this the Supplemental Indenture; (viiv) that Securities Notes must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interestinterest (including Contingent Interest and Special Interest, if any); (viiv) that the Repurchase Price for any Securities Notes as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities Notes as described in clause 3.08(b)(vi(iv); (viiivi) the procedures the Holder must follow under this Section 3.089.1; (ixvii) the conversion rights of the SecuritiesNotes; (xviii) that, unless the Company defaults in making payment of such Repurchase Price, interest (including Contingent Interest and Special Interest, if any) on Securities Notes covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xiix) the CUSIP number of the SecuritiesNotes; and (xiix) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.109.2). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.089.1, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company. If any of the Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities.

Company Repurchase Notice. (a) The Notes to be repurchased on any Repurchase Date pursuant to Section 3.06 will be paid for in cash. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, at least three (3) Business Days before the Company Repurchase Notice Date, the Company shall deliver an Officer’s Certificate to the Trustee specifying: (i) the information required by Section 3.07(b) in the Company Repurchase Notice, and (ii) whether the Company desires the Trustee to give written notice the Company Repurchase Notice required by Section 3.07(b). (b) Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, in connection with any repurchase of Notes, the Company shall, no less than twenty (20) Business Days prior to the Repurchase Date (the “Company Repurchase Notice Date”), give notice to holders at their addresses shown in the Holders and the Trustee Note Register setting forth information specified in this Section 3.07(b) (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent will also give notice to beneficial owners as required by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Dateapplicable law. Each The Company Repurchase Notice shall shall: (i) state the repurchase price and the Repurchase Date to which the Company Repurchase Notice relates; (ii) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase DateNotice; (iii) state the name and address of the Paying Agent and Trustee (or other paying agent appointed by the Conversion AgentCompany); (iv) state that the Paying Agent Notes must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior be surrendered to the Repurchase DateTrustee (or other paying agent appointed by the Company) to collect the repurchase price; (v) if the Notes are then convertible, state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture;; and (vi) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interest; (vii) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the The Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s name; provided thatname and at the Company’s expense. (c) The Company will comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act (including, without limitation, filing a Schedule TO or other schedule) to the extent then applicable in all cases, connection with the text repurchase rights of the Company Repurchase Notice shall be prepared by the Companyholders of Notes.

Company Repurchase Notice. The In connection with any repurchase of Securities pursuant to this Section 3.02, the Company shall give written notice of the Repurchase Date to the Holders and of the Trustee Securities (the “Company Repurchase Notice”). The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder (and each beneficial owner if required by applicable law) of the Securities, which notice shall be provided no more than two weeks after December 20, 2006 and again on a date not less than 30 Business Days days prior to each date of repurchase. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Repurchase DateSecurity for repurchase pursuant to this Section 3.02 shall be determined by the Company, whose determination shall be final and binding. Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date Exchange Price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest (including Liquidated Damages, if any) that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iiiii) the name and address of the Paying Agent and the Conversion Exchange Agent; (iv) that the Paying Agent must receive the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Date; (viii) that Securities as to which a Repurchase Notice has been given may be converted exchanged only if (x) the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted exchanged pursuant to Article Nine V of this Indenture; (viiv) that Securities must be surrendered to the Paying Agent at the address specified in such notice to collect payment of the Repurchase Price and accrued but unpaid interestinterest (including Liquidated Damages, if any); (viiv) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest (including Liquidated Damages, if any) payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi(iv); (viiivi) the procedures the Holder must follow under this Section 3.083.02; (ixvii) the conversion exchange rights of the Securities; (xviii) that, unless the Company defaults in making payment of such Repurchase Price, interest (including Liquidated Damages, if any) on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xiix) the CUSIP number of the Securities; and (xiix) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.103.04). At the Company’s written request, which shall be made at least three Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.08, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company.

Company Repurchase Notice. The Company shall give written In connection with any repurchase of Notes pursuant to Section 3.01, the notice of the Repurchase Date to the Holders and the Trustee contemplated by such provision (the “Company Repurchase Notice”). The ) shall: (1) state the repurchase price and the Fundamental Change Repurchase Date to which the Company Repurchase Notice shall relates; (2) state the event constituting the Fundamental Change and the date of the Fundamental Change; (3) state that the repurchase price will be sent by first-class mail paid in cash; (4) state that Holders must exercise their right to the Trustee and to each Holder not less than 30 Business Days elect repurchase prior to any 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date. Each Company Repurchase Notice shall ; (5) include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase DateNotice; (ii6) the Repurchase Price, the Base Rate, the Applicable Conversion Rate estimated as of a recent date and, to the extent known at the time of such notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Securities on the Repurchase Date; (iii) state the name and address of the Paying Agent and the Conversion Agent; (iv7) state that Notes must be surrendered to the Paying Agent must receive to collect the Holder’s Repurchase Notice on or before the close of business on the third Business Day prior to the Repurchase Daterepurchase price; (v8) state that a Holder may withdraw its Repurchase Notice in whole or in part at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.03; (9) state the period during which the Notes are convertible pursuant to Section 10.01(a)(5), the then-applicable Conversion Rate and any adjustments to the applicable Conversion Rate resulting from the Fundamental Change transaction and expected changes in the cash, shares or other property deliverable upon conversion of the Notes as a result of the occurrence of the Fundamental Change; (10) state that Securities Notes as to which a Repurchase Notice has been given may be converted only if (x) the applicable Repurchase Notice has been is withdrawn in accordance with the terms of this Indenture and (y) the Securities may otherwise be converted pursuant to Article Nine of this Indenture; (vi11) that Securities must be surrendered to state the Paying Agent at amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the address specified in such notice to collect payment of the Fundamental Change Repurchase Price and accrued but unpaid interest;Date; and (vii12) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn, together with accrued but unpaid interest payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause 3.08(b)(vi); (viii) the procedures the Holder must follow under this Section 3.08; (ix) the conversion rights of the Securities; (x) that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; (xi) state the CUSIP number of the Securities; and (xii) the procedures for withdrawing a Repurchase Notice (as specified in Section 3.10)Notes. At the Company’s written request, which shall be made at least three Business Days prior to the date by which the A Company Repurchase Notice is to may be given to by the Holders in accordance with this Section 3.08Company or, and at the Company’s expenserequest, the Trustee shall give the such Company Repurchase Notice in the Company’s namename and at the Company’s expense; provided thatprovided, in all cases, that the text of the Company Repurchase Notice shall be prepared by the Company. The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other federal and state securities laws in connection with the repurchase of the Notes.