Common use of Conditions and Procedures for Repurchase at Option of Holders Clause in Contracts

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of the Repurchase Date, on the Business Day following the Repurchase Date (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than the right to receive the Repurchase Price upon delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Note. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The At the request of the holder, the Company shall repurchase in cash from the holder thereofsuch holder, pursuant to Section 3.05 3.04 or Section 3.063.05, a portion of a Note, if the principal amount Principal Amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount Principal Amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents Agent (or, if the Company or the Issuer is acting as its own the Paying Agent, set aside, segregate and hold in trust as provided in Section 5.044.04) an amount of cash money sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase PricePrice plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If on the Repurchase Date the Trustee or other Paying Agent appointed by the CompanyCompany (or, or if the Company or an Affiliate of the Company, if it or such Affiliate Issuer is acting as the Paying Agent, the Company or the Issuer) holds cash money sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable, then, on the Business Day following the such Repurchase Date (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue (in the case of clauses (i) and (iii) all other rights of the holders of such Notes will terminateii), whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, as the case may be), and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Repurchase Price plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable upon book-entry transfer or delivery of the Notes, as the case may be). (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice Repurchase Election is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteNote plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable. Such Repurchase Price plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable, shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company)Agent, promptly (but in no event more than five Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c3.04(c) or Section 3.06(c3.05(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c3.04(c) or Section 3.06(c3.05(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted exchanged pursuant to Article 15 14 hereof on or after the date of the delivery of such Repurchase Election unless such notice Repurchase Election has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election Repurchase Election, in whole or in part, at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) Agent, specifying: (i) if certificated Notes have been issued, the certificate number, if any, numbers of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note,withdrawn Notes; (ii) the principal amount Principal Amount of the Note with respect to which such notice of withdrawal is being submitted, ; and (iii) the principal amountPrincipal Amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. If the Notes are not in certificated form, holders must provide notice of their withdrawal in accordance with the appropriate procedures of the Depositary. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable lawrules, the Company will file a Schedule TO or any other schedule required in connection with such repurchaseany offer by the Company to repurchase Notes. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 3.04 or Section 3.06 3.05 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.0311.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b3.06(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee Paying Agent shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of (i) a reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance to which Section 15.06 14.06 applies, in which the Common Stock of the Company Issuer is changed or exchanged as a result into the right to receive stockcash, securities or other property or assets (including cash)property, which includes shares of Common Stock of the Company Issuer or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stockcash, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding)) or (ii) a Public Acquirer Change of Control in which the Company has made the election pursuant to Section 14.07 to adjust the Exchange Rate and related exchange obligation, then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, Company shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indentureindenture and is authorized or permitted by this Indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions definition of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person Issuer (in lieu of the Company and the Common Stock of the CompanyIssuer).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 11:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of the Repurchase Date, on the Business Day following the Repurchase Date Date, subject to Section 3.05(d) and Section 3.06(d), (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than the right to receive the Repurchase Price upon delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Note. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day immediately preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, (ii) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company Company, upon its written request therefor, any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s 's option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall may repurchase in cash from the holder Holder thereof, pursuant to Section 3.05 or Section 3.0610.9, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder Holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented that is not repurchased. (b) On or prior to a Company Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Company Repurchase Date all of the Notes (or portions thereof thereof) to be repurchased on such date at the Company Repurchase Price; provided that if such deposit is made on the Company Repurchase Date Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash and/or shares of Common Stock sufficient to pay the aggregate Company Repurchase Price of all of the Notes (or portions thereof thereof) that are to be repurchased as of the Company Repurchase Date, then on or after the Business Day following the Company Repurchase Date Date, (i) such Notes to be repurchased will cease to be outstanding, (ii) Interest interest on such Notes to be repurchased will cease to accrue and (iii) all other rights of the holders of such Notes will terminateaccrue, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, and (iii) all other rights of the Holders of such Notes to be repurchased will terminate other than the right to receive the Company Repurchase Price upon transfer or delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Company Repurchase Election, the holder Holder of the Note (or a portion thereof) in respect of which such Company Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Company Repurchase Price with respect to such NoteNote (or a portion thereof). Such Company Repurchase Price shall be paid to such holderHolder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Company Repurchase Date with respect to such Note (provided that the holder Holder has satisfied the conditions its obligations in Section 3.05(c) or Section 3.06(c10.9(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder Holder thereof in the manner required by Section 3.05(c) or Section 3.06(c10.9(c), as applicable. Notes in respect of which a Company Repurchase Election has been given by the holder Holder thereof may not be converted pursuant to Article 15 12 hereof on or after the date of the delivery of such Company Repurchase Election unless such notice election has first been validly withdrawnwithdrawn pursuant to Section 10.12(d) below. (d) Notwithstanding anything herein to the contrary, any holder Holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Company Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business third Trading Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note Notes in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Notes in respect of which such notice of withdrawal is being submitted is represented by a Global NoteNote in global form, (ii) the principal amount of the Note Notes with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Notes which remains remain subject to the original Company Repurchase Election and which has been or will be delivered for redemption or repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Company Repurchase Election or written notice of withdrawal thereof. (e) The Company will comply with the provisions of Rule Rules 13e-4 and 14e-1 and any other tender offer rules under the Securities Exchange Act to the extent then applicable in connection with the repurchase rights of the holders of Notes Holders in the event of a Change in Ownership, a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required to be filed with the Commission in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 10.9 if there has occurred at any time prior to, and is continuing on, the Company Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Company Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders Holders thereof any Notes (x) with respect to which a Company Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Company Repurchase Price with respect to such Notes) in which case, upon such return, the Company Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Prior to the occurrence of an Event of Default (and then at the direction of the Holders of at least a majority of the principal amount of the Outstanding Notes), the Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Company Repurchase Price; provided that Price and to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b10.12(b) exceeds the aggregate Company Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Company Repurchase Date Date, then, unless otherwise agreed in writing with the Company, promptly after the within five Business Day Days following the Company Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall may repurchase in cash from the holder Holder thereof, pursuant to Section 3.05 or Section 3.0610.9, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder Holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented that is not repurchased. (b) On or prior to a Company Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Company Repurchase Date all of the Notes (or portions thereof thereof) to be repurchased on such date at the Company Repurchase Price; provided that if such deposit is made on the Company Repurchase Date Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash and/or shares of Common Stock sufficient to pay the aggregate Company Repurchase Price of all of the Notes (or portions thereof thereof) that are to be repurchased as of the Company Repurchase Date, then on or after the Business Day following the Company Repurchase Date Date, (i) such Notes to be repurchased will cease to be outstanding, (ii) Interest interest on such Notes to be repurchased will cease to accrue and (iii) all other rights of the holders of such Notes will terminateaccrue, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, and (iii) all other rights of the Holders of such Notes to be repurchased will terminate other than the right to receive the Company Repurchase Price upon transfer or delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Company Repurchase Election, the holder Holder of the Note (or a portion thereof) in respect of which such Company Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Company Repurchase Price with respect to such NoteNote (or a portion thereof). Such Company Repurchase Price shall be paid to such holderHolder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Company Repurchase Date with respect to such Note (provided that the holder Holder has satisfied the conditions its obligations in Section 3.05(c) or Section 3.06(c10.9(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder Holder thereof in the manner required by Section 3.05(c) or Section 3.06(c10.9(c), as applicable. Notes in respect of which a Company Repurchase Election has been given by the holder Holder thereof may not be converted pursuant to Article 15 12 hereof on or after the date of the delivery of such Company Repurchase Election unless such notice election has first been validly withdrawnwithdrawn pursuant to Section 10.12(d) below. (d) Notwithstanding anything herein to the contrary, any holder Holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Company Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business third Trading Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note Notes in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Notes in respect of which such notice of withdrawal is being submitted is represented by a Global NoteNote in global form, (ii) the principal amount of the Note Notes with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Notes which remains remain subject to the original Company Repurchase Election and which has been or will be delivered for redemption or repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Company Repurchase Election or written notice of withdrawal thereof. (e) The Company will comply with the provisions of Rule Rules 13e-4 and 14e-1 and any other tender offer rules under the Securities Exchange Act to the extent then applicable in connection with the repurchase rights of the holders Holders of Notes in the event of a Change in Ownership, a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required to be filed with the Commission in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 10.9 if there has occurred at any time prior to, and is continuing on, the Company Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Company Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders Holders thereof any Notes (x) with respect to which a Company Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Company Repurchase Price with respect to such Notes) in which case, upon such return, the Company Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Prior to the occurrence of an Event of Default (and then at the direction of the Holders of at least a majority of the principal amount of the Outstanding Notes), the Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Company Repurchase Price; provided that Price and to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b10.12(b) exceeds the aggregate Company Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Company Repurchase Date Date, then, unless otherwise agreed in writing with the Company, promptly after the within five Business Day Days following the Company Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The At the request of the holder, the Company shall repurchase in cash from the holder thereofsuch holder, pursuant to Section 3.05 or Section 3.06, a portion of a Note, if the principal amount Principal Amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount Principal Amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents Agent (or, if the Company or the Subsidiary Guarantor is acting as its own the Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash money sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase PricePrice plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If on the Repurchase Date the Trustee or other Paying Agent appointed by the CompanyCompany (or, or if the Company or an Affiliate of the Company, if it or such Affiliate Subsidiary Guarantor is acting as the Paying Agent, it or the Subsidiary Guarantor) holds cash money sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable, then, on the Business Day following the such Repurchase Date (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue accrue, and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, terminate (other than the right to receive the Repurchase Price plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable upon book-entry transfer or delivery of the Notes, as the case may be). (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice Repurchase Election is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteNote plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable. Such Repurchase Price plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date, if applicable, shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company)Agent, promptly (but in no event more than five Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice Repurchase Election has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election Repurchase Election, in whole or in part, at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) Agent, specifying: (i) if certificated Notes have been issued, the certificate number, if any, numbers of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note,withdrawn Notes; (ii) the principal amount Principal Amount of the Note with respect to which such notice of withdrawal is being submitted, ; and (iii) the principal amountPrincipal Amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. If the Notes are not in certificated form, holders must provide notice of their withdrawal in accordance with the appropriate procedures of the Depositary. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable lawrules, the Company will file a Schedule TO or any other schedule required in connection with such repurchaseany offer by the Company to repurchase Notes. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee Paying Agent shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stockcash, securities or other property or assets (including cash)property, which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stockcash, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase PriceChange, including without limitation the applicable provisions of this Article 3 and the definitions definition of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 3.04 or Section 3.063.05, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented that is not repurchased. (b) On or prior Prior to 10:00 a.m., New York City time, on the Business Day before a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.042.05) an amount of cash sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of the Repurchase Date, on the Business Day following the Repurchase Date Date, (i) such Notes will cease to be outstanding, (ii) Interest interest on such Notes will cease to accrue and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than the right to receive the Repurchase Price upon delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Note. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided that the holder has satisfied the conditions in Section 3.05(c3.04(c) or Section 3.06(c)3.05, as applicable) and (y) the time of delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c3.04(c) or Section 3.06(c3.05(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 14 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the second Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. If the Notes are not in certificated form, the withdrawal notice must comply with appropriate DTC procedures. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 3.04 or Section 3.06 3.05 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.0312.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that that, to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b3.07(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date Date, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 3.06 or Section 3.063.07, a portion of a NoteDebenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture. Upon presentation of any Note Debenture repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note Debenture or NotesDebentures, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes Debentures presented that is not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.044.04) an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Repurchase Date all the Notes Debentures or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash or shares of Common Stock sufficient to pay the aggregate Repurchase Price of all the Notes Debentures or portions thereof that are to be repurchased as of the Repurchase Date, on the Business Day following or after the Repurchase Date Date, (i) such Notes Debentures will cease to be outstanding, (ii) Interest interest on such Notes Debentures will cease to accrue and (iii) all other rights of the holders of such Notes Debentures will terminate, whether or not book-entry transfer of the Notes Debentures has been made or the Notes Debentures have been delivered to the Trustee or Paying Agent, other than the right to receive the Repurchase Price upon delivery of the NotesDebentures. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note Debenture in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteDebenture. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes Debentures by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note Debenture (provided that the holder has satisfied the conditions in Section 3.05(c3.06(c) or Section 3.06(c3.07(c), as applicable) and (y) the time of delivery of such Note Debenture to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c3.06(c) or Section 3.06(c3.07(c), as applicable. Notes Debentures in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note Debenture in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Debenture in respect of which such notice of withdrawal is being submitted is represented by a Global NoteDebenture, (ii) the principal amount of the Note Debenture with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Debenture which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 Debentures in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes Debentures pursuant to Section 3.05 3.06 or Section 3.06 3.07 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such NotesDebentures). The Paying Agent will promptly return to the respective holders thereof any Notes Debentures (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such NotesDebentures) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.0312.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that that, to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b3.09(b) exceeds the aggregate Repurchase Price of the Notes Debentures or portions thereof which the Company is obligated to purchase as of the Repurchase Date Date, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes Debentures to cause the Company to repurchase the Notes Debentures following a Fundamental Change and the provisions of this Indenture relating to the Company’s 's option to deliver shares of Common Stock in payment of the Repurchase Price, including including, without limitation limitation, the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.044.04) an amount of cash sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of the Repurchase Date, at the close of business on the Business Day following immediately preceding the Repurchase Date (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than the right to receive the Repurchase Price upon delivery of the Notes and the right to receive a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Note or Notes presented and not repurchased. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Note. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 14 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day immediately preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change of Control or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes)) which has resulted in the aggregate outstanding principal amount of the Notes to be accelerated and such acceleration has not been rescinded on or prior to such Repurchase Date. The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.0312.03, together with interest, if any, thereon, held by them it for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day next following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, combinationbinding share exchange, sale conveyance, transfer, sale, lease or conveyance other disposition to which Section 15.06 14.06 applies, in pursuant to which either all or substantially all of the Company’s Common Stock of the Company is changed or assets are exchanged as a result into for, converted into, acquired for or constitute solely the right to receive stockcash, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding)property, then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as Successor Company (if not the case may be, Company) shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the applicable provisions of the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase PriceControl, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental ChangeChange of Control, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person the Successor Company if different from the Company and the common stock issued by such Person the Successor Company (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.063.01, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Fundamental Change Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.044.04) an amount of cash sufficient to repurchase on the Fundamental Change Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Fundamental Change Repurchase Price; provided that if such deposit is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash sufficient to pay the aggregate Fundamental Change Repurchase Price of all the Notes or portions thereof that are to be repurchased as of the Fundamental Change Repurchase Date, on the Business Day following the Fundamental Change Repurchase Date (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than the right to receive the Fundamental Change Repurchase Price upon delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Fundamental Change Repurchase Election, the holder of the Note in respect of which such Fundamental Change Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such Note. Such Fundamental Change Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c3.01(c), as applicable) and (y) the time of delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c3.01(c), as applicable. Notes in respect of which a Fundamental Change Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 14 hereof on or after the date of the delivery of such Fundamental Change Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Fundamental Change Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day preceding the Fundamental Change Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Fundamental Change Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase DateChange. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 3.01 if there has occurred at any time prior to, and is continuing on, the Fundamental Change Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Fundamental Change Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Fundamental Change Repurchase Price with respect to such Notes) in which case, upon such return, the Fundamental Change Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.0312.03, together with interest, if any, thereon, held by them for the payment of the Fundamental Change Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b3.03(b) exceeds the aggregate Fundamental Change Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Fundamental Change Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Fundamental Change Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 14.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase PriceChange, including without limitation the applicable provisions of this Article 3 and the definitions definition of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder Holder thereof, pursuant to Section 3.05 or Section 3.063.07, a portion of a NoteSecurity, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Security also apply to the repurchase of such portion of such NoteSecurity. Upon presentation of any Note Security repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder Holder thereof, at the expense of the Company, a new Note Security or NotesSecurities, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes Securities presented that is not repurchased. (b) . On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and or hold in trust as provided in Section 5.042.05) an amount of cash sufficient to repurchase on the Repurchase Date all the Notes Securities or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City Chicago time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all the Notes Securities or portions thereof that are to be repurchased as of the Repurchase Date, on the Business Day following or after the Repurchase Date Date, (i) such Notes Securities will cease to be outstanding, (ii) Interest interest on such Notes Securities will cease to accrue and (iii) all other rights of the holders of such Notes Securities will terminate, whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent, other than the right to receive the Repurchase Price upon delivery of the Notes. (c) Securities. Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note Securities in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteSecurities. Such Repurchase Price shall be paid to such holderHolder, subject to receipt of funds and/or Notes Securities by the Trustee (or other Paying Agent appointed by the Company)Agent, promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note Security (provided the holder Holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c3.07(c), as applicable) and (y) the time of delivery of such Note Security to the Trustee (or other Paying Agent appointed by the Company) by the holder Holder thereof in the manner required by Section 3.05(c) or Section 3.06(c3.07(c), as applicable. Notes Securities in respect of which a Repurchase Election has been given by the holder Holder thereof may not be converted pursuant to Article 15 Ten hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) . Notwithstanding anything herein to the contrary, any holder Holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note Securities in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary Depository information if the Note Security in respect of which such notice of withdrawal is being submitted is represented by a Global NoteSecurity, (ii) the principal amount of the Note Security with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Security which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) . 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 Securities in the event of a Fundamental Change or on any Company Repurchase Dateof Control. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a NoteDebenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture. Upon presentation of any Note Debenture repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note Debenture or NotesDebentures, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes Debentures presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash money sufficient to repurchase on the Repurchase Date all the Notes Debentures or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash money sufficient to pay the aggregate Repurchase Price of all the Notes Debentures or portions thereof that are to be repurchased as of on the Repurchase Date, then, on the Business Day following the Repurchase Date such date, (i) such Notes Debentures will cease to be outstanding, (ii) Interest on such Notes Debentures will cease to accrue (whether or not book-entry transfer of the Debentures has been made or the Debentures have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the holders of such Notes Debentures will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, terminate (other than the right to receive the Repurchase Price upon transfer or delivery of the NotesDebentures). (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note Debenture in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteDebenture. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes Debentures by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note Debenture (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note Debenture to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes Debentures in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election election, in whole or in part, at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the principal amount of the Debenture with respect to which such notice of withdrawal is being submitted, (ii) the certificate number, if any, of the Note Debenture in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Debenture in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submittedDebenture, and (iii) the principal amount, if any, of such Note Debenture which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. If the Debentures are not in certificated form, holders must provide notice of their withdrawal in accordance with the appropriate procedures of the Depositary. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 Debentures in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable lawrules, the Company will file a Schedule TO or any other schedule required in connection with such repurchaseany offer by the Company to repurchase Debentures. (f) There shall be no repurchase of any Notes Debentures pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such NotesDebentures). The Paying Agent will promptly return to the respective holders thereof any Notes Debentures (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such NotesDebentures) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes Debentures or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stockcash, securities or other property or assets (including cash)property, which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stockcash, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes Debentures to cause the Company to repurchase the Notes Debentures following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase PriceChange, including without limitation the applicable provisions of this Article 3 and the definitions definition of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall may repurchase in cash from the holder thereof, pursuant to Section 3.05 3.06 or Section 3.063.07, a portion of a NoteDebenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture. Upon presentation of any Note Debenture repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note Debenture or NotesDebentures, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes Debentures presented that is not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company Company, a Guarantor or a Wholly Owned Subsidiary is acting as its own Paying Agent, set aside, segregate and hold in trust (or in the case of a Wholly Owned Subsidiary, the Company shall cause such Wholly Owned Subsidiary to so set aside, segregate and hold) as provided in Section 5.044.04) an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Repurchase Date all of the Notes Debentures (or portions thereof thereof) to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, a Guarantor or a Wholly Owned Subsidiary, if it it, a Guarantor or such Affiliate a Wholly Owned Subsidiary is acting as the Paying Agent, holds cash and/or shares of Common Stock sufficient to pay the aggregate Repurchase Price of all of the Notes Debentures (or portions thereof thereof) that are to be repurchased as of the Repurchase Date, then on the Business Day following or after the Repurchase Date Date, (i) such Notes Debentures to be repurchased will cease to be outstanding, (ii) Interest interest on such Notes Debentures to be repurchased will cease to accrue accrue, whether or not book-entry transfer of the Debentures has been made or the Debentures have been delivered to the Trustee or Paying Agent, and (iii) all other rights of the holders of such Notes Debentures to be repurchased will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, terminate other than the right to receive the Repurchase Price upon transfer or delivery of the NotesDebentures. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note Debenture in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteDebenture. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes Debentures by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note Debenture (provided that the holder has satisfied the conditions in Section 3.05(c3.06(c) or Section 3.06(c3.07(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note Debenture to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c3.06(c) or Section 3.06(c3.07(c), as applicable. Notes Debentures in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day immediately preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note Debentures in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Debentures in respect of which such notice of withdrawal is being submitted is represented by a Global NoteDebenture, (ii) the principal amount of the Note Debentures with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Debentures which remains remain subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 Debentures in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes Debentures pursuant to Section 3.05 3.06 or Section 3.06 3.07 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such NotesDebentures). The Paying Agent will promptly return to the respective holders thereof any Notes Debentures (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such NotesDebentures) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.0312.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that that, to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b3.09(b) exceeds the aggregate Repurchase Price of the Notes Debentures or portions thereof which the Company is obligated to purchase as of the Repurchase Date Date, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes Debentures to cause the Company to repurchase the Notes Debentures following a Fundamental Change and the provisions of this Indenture relating to the Company’s 's option to deliver shares of Common Stock in payment of the Repurchase Price, including including, without limitation limitation, the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions correspondingly apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall may repurchase in cash from the holder Holder thereof, pursuant to Section 3.05 or Section 3.0610.9, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder Holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented that is not repurchased. (b) On or prior to a Company Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Company Repurchase Date all of the Notes (or portions thereof thereof) to be repurchased on such date at the Company Repurchase Price; provided that if such deposit is made on the Company Repurchase Date Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash and/or shares of Common Stock sufficient to pay the aggregate Company Repurchase Price of all of the Notes (or portions thereof thereof) that are to be repurchased as of the Company Repurchase Date, then on or after the Business Day following the Company Repurchase Date Date, (i) such Notes to be repurchased will cease to be outstanding, (ii) Interest interest on such Notes to be repurchased will cease to accrue and (iii) all other rights of the holders of such Notes will terminateaccrue, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, and (iii) all other rights of the Holders of such Notes to be repurchased will terminate other than the right to receive the Company Repurchase Price upon transfer or delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Company Repurchase Election, the holder Holder of the Note (or a portion thereof) in respect of which such Company Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Company Repurchase Price with respect to such NoteNote (or a portion thereof). Such Company Repurchase Price shall be paid to such holderHolder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Company Repurchase Date with respect to such Note (provided that the holder Holder has satisfied the conditions its obligations in Section 3.05(c) or Section 3.06(c10.9(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder Holder thereof in the manner required by Section 3.05(c) or Section 3.06(c10.9(c), as applicable. Notes in respect of which a Company Repurchase Election has been given by the holder Holder thereof may not be converted pursuant to Article 15 12 hereof on or after the date of the delivery of such Company Repurchase Election unless such notice election has first been validly withdrawnwithdrawn pursuant to Section 10.12(d) below. (d) Notwithstanding anything herein to the contrary, any holder Holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Company Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Trading Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note Notes in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Notes in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note Notes with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Notes which remains remain subject to the original Company Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Company Repurchase Election or written notice of withdrawal thereof. (e) The Company will comply with the provisions of Rule Rules 13e-4 and 14e-1 and any other tender offer rules under the Securities Exchange Act to the extent then applicable in connection with the repurchase rights of the holders Holders of Notes in the event of a Change in Ownership, a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required to be filed with the Commission in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 10.9 if there has occurred at any time prior to, and is continuing on, the Company Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Company Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders Holders thereof any Notes (x) with respect to which a Company Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Company Repurchase Price with respect to such Notes) in which case, upon such return, the Company Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Company Repurchase Price; provided that Price and to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b10.12(b) exceeds the aggregate Company Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Company Repurchase Date Date, then, unless otherwise agreed in writing with the Company, promptly after on the second Business Day following the Company Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a NoteDebenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture. Upon presentation of any Note Debenture repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note Debenture or NotesDebentures, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes Debentures presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash money sufficient to repurchase on the Repurchase Date all the Notes Debentures or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash money sufficient to pay the aggregate Repurchase Price of all the Notes Debentures or portions thereof that are to be repurchased as of on the Repurchase Date, then, on the Business Day following the Repurchase Date such date (i) such Notes Debentures will cease to be outstanding, (ii) Interest on such Notes Debentures will cease to accrue (whether or not book-entry transfer of the Debentures has been made or the Debentures have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the holders of such Notes Debentures will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, terminate (other than the right to receive the Repurchase Price upon transfer or delivery of the NotesDebentures). (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note Debenture in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteDebenture. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes Debentures by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Repurchase Date with respect to such Note Debenture (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note Debenture to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes Debentures in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election election, in whole or in part, at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the principal amount of the Debenture with respect to which such notice of withdrawal is being submitted, and (ii) the certificate number, if any, of the Note Debenture in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Debenture in respect of which such notice of withdrawal is being submitted is represented by a Global NoteDebenture, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Debenture which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. If the Debentures are not in certificated form, holders must provide notice of their withdrawal in accordance with the appropriate procedures of the Depositary. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in Debentures at the event time of a Fundamental Change Repurchase Notice or on any a Company Repurchase DateNotice. If then required by applicable lawrules, the Company will file a Schedule TO or any other schedule required in connection with such repurchaseany offer by the Company to repurchase Debentures. (f) There shall be no repurchase of any Notes Debentures pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such NotesDebentures). The Paying Agent will promptly return to the respective holders thereof any Notes Debentures (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such NotesDebentures) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes Debentures or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance to which Section 15.06 15.05(b) applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stockcash, securities or other property or assets (including cash)property, which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States U.S. national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stockcash, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes Debentures to cause the Company to repurchase the Notes Debentures following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase PriceChange, including without limitation the applicable provisions of this Article 3 and the definitions definition of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a NoteDebenture, if the principal amount Original Principal Amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture. Upon presentation of any Note Debenture repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note Debenture or NotesDebentures, of any authorized denomination, in aggregate principal amount Original Principal Amount equal to the portion of the Notes Debentures presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash money sufficient to repurchase on the Repurchase Date all the Notes Debentures or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash money sufficient to pay the aggregate Repurchase Price of all the Notes Debentures or portions thereof that are to be repurchased as of on the day immediately preceding the Repurchase Date, then, on the Business Day following the and after such Repurchase Date (i) such Notes Debentures will cease to be outstanding, (ii) Interest on such Notes Debentures will cease to accrue accrue, (iii) the principal will cease to accrete (whether or not book-entry transfer of the Debentures has been made or the Debentures have been delivered to the Trustee or Paying Agent) and (iiiiv) all other rights of the holders of such Notes Debentures will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, terminate (other than the right to receive the Repurchase Price upon transfer or delivery of the NotesDebentures). (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note Debenture in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteDebenture. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes Debentures by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note Debenture (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note Debenture to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).or

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall may repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a NoteDebenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note Debenture also apply to the repurchase of such portion of such NoteDebenture. Upon presentation of any Note Debenture repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note Debenture or NotesDebentures, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes Debentures presented that is not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company or a Wholly-Owned Subsidiary is acting as its own Paying Agent, set aside, segregate and hold in trust (or in the case of a Wholly Owned Subsidiary, the Company shall cause such Wholly-Owned Subsidiary to so set aside, segregate and hold) as provided in Section 5.044.04) an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Repurchase Date all of the Notes Debentures (or portions thereof thereof) to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date Date, it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Companya Wholly-Owned Subsidiary, if it or such Affiliate a Wholly-Owned Subsidiary is acting as the Paying Agent, holds cash and/or shares of Common Stock sufficient to pay the aggregate Repurchase Price of all of the Notes Debentures (or portions thereof thereof) that are to be repurchased as of the Repurchase Date, then on the Business Day following or after the Repurchase Date Date, (i) such Notes Debentures to be repurchased will cease to be outstanding, (ii) Interest interest on such Notes Debentures to be repurchased will cease to accrue accrue, whether or not book-entry transfer of the Debentures has been made or the Debentures have been delivered to the Trustee or Paying Agent, and (iii) all other rights of the holders of such Notes Debentures to be repurchased will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, terminate other than the right to receive the Repurchase Price upon transfer or delivery of the NotesDebentures. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note Debenture in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such NoteDebenture. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes Debentures by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note Debenture (provided that the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of book-entry transfer or delivery of such Note Debenture to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes Debentures in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day immediately preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note Debentures in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note Debentures in respect of which such notice of withdrawal is being submitted is represented by a Global NoteDebenture, (ii) the principal amount of the Note Debentures with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note Debentures which remains remain subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) The Company will comply with the provisions of Rule Rules 13e-4 and 14e-1 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 Debentures in the event of a Fundamental Change Repurchase Date or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes Debentures pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such NotesDebentures). The Paying Agent will promptly return to the respective holders thereof any Notes Debentures (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, Indenture or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such NotesDebentures) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.0312.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided that that, to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes Debentures or portions thereof which the Company is obligated to purchase as of the Repurchase Date Date, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States U.S. national securities exchange or approved for trading on an established automated over-the-over the counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes Debentures to cause the Company to repurchase the Notes Debentures following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase Price, including including, without limitation limitation, the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions correspondingly apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 3.06 or Section 3.063.07, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this First Supplemental Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such any portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.044.01) an amount of cash money or Common Stock, if permitted hereunder, sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase Price; provided provided, that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 11:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash money or Common Stock, if permitted hereunder, sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of on the Repurchase Date, then, on and after the Business Day following the Repurchase Date such date (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, ) and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Repurchase Price upon transfer or delivery of the Notes). (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Note. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five (5) Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c3.06(c) or Section 3.06(c3.07(b), as applicable) and (y) the time of book-entry transfer or delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c3.07(a) or Section 3.06(c3.07(b), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 IX hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election election, in whole or in part, at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, (ii) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. If the Notes are not in certificated form, holders must provide notice of their withdrawal in accordance with the appropriate procedures of the Depositary. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. If a Repurchase Election is given and then withdrawn pursuant to this Section 3.08(d) the Company shall have no obligation to purchase the Notes listed in such Repurchase Election. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable lawrules, the Company will file a Schedule TO or any other schedule required in connection with such repurchaseany offer by the Company to repurchase Notes. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 3.06 or Section 3.06 3.07 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this First Supplemental Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.038.03, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided provided, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. (h) In the case of a reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance to which Section 15.06 9.07 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stockcash, securities or other property or assets (including cash)property, which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stockcash, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this First Supplemental Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option to deliver shares of Common Stock in payment of the Repurchase PriceChange, including without limitation the applicable provisions of this Article 3 III and the definitions definition of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).

Conditions and Procedures for Repurchase at Option of Holders. (a) The Company shall repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the portion of the Notes presented not repurchased. (b) On or prior to a Repurchase Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 5.04) an amount of cash sufficient to repurchase on the Repurchase Date all the Notes or portions thereof to be repurchased on such date at the Repurchase Price; provided that if such deposit is made on the Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time, on such date. If the Trustee or other Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if it or such Affiliate is acting as the Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that are to be repurchased as of the Repurchase Date, on the Business Day following the Repurchase Date (i) such Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all other rights of the holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than the right to receive the Repurchase Price upon delivery of the Notes. (c) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Election, the holder of the Note in respect of which such Repurchase Election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Note. Such Repurchase Price shall be paid to such holder, subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), promptly (but in no event more than five Business Days) following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as applicable) and (y) the time of delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as applicable. Notes in respect of which a Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Repurchase Election unless such notice has first been validly withdrawn. (d) Notwithstanding anything herein to the contrary, any holder delivering to the office of the Trustee (or other Paying Agent appointed by the Company) a Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day preceding the Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) specifying: (i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Election or written notice of withdrawal thereof. (e) 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 in the event of a Fundamental Change or on any Company Repurchase Date. If then required by applicable law, the Company will file a Schedule TO or any other schedule required in connection with such repurchase. (f) There shall be no repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has occurred at any time prior to, and is continuing on, the Repurchase Date an Event of Default (other than an Event of Default that is cured by the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Notes) in which case, upon such return, the Repurchase Election with respect thereto shall be deemed to have been withdrawn. (g) The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed as provided in Section 13.03, together with interest, if any, thereon, 13.03 held by them for the payment of the Repurchase Price; provided that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereonCompany. (h) In the case of a reclassification, change, consolidation, merger, combination, sale or conveyance to which Section 15.06 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Company or shares of common stock of another Person that are, or upon issuance will be, traded on a United States U.S. national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Company, which determination shall be conclusive and binding), then the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying the provisions of this Indenture relating to the right of holders of the Notes to cause the Company to repurchase the Notes following a Fundamental Change and the provisions of this Indenture relating to the Company’s option obligation to deliver shares of Common Stock cash in payment of the Repurchase Price, including without limitation the applicable provisions of this Article 3 and the definitions of Common Stock and Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the Company and the common stock issued by such Person (in lieu of the Company and the Common Stock of the Company).