Common use of Deposit of Fundamental Change Purchase Price Clause in Contracts

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made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 (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date Date, an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.0115.02, as applicable, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase tendered and not validly withdrawn: , (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and, subject to Section 15.02(a), previously accrued and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on unpaid interest upon delivery or prior to the related Interest Payment Date, the right transfer of the Holder of record on such Regular Record Date to receive the related interest paymentNotes). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 6.03 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.019.01) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 9.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; , provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall cease to be outstanding and outstanding, (ii) interest shall cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right upon delivery of the Holder of record on such Regular Record Date to receive the related interest paymentNotes). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.019.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased non-purchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The On or before 10:00 a.m., New York City time, on the Business Day following the applicable Fundamental Change Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or other Paying Agent appointed by if the Company, Company or if an Affiliate of the Company is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 2.05 of the Base Indenture2.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of (in immediately available funds by the Trustee (if deposited on or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the after such Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01), by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of pay the aggregate Fundamental Change Purchase Price on of all the Notes Securities or portions thereof that are to be purchased on such as of the Fundamental Change Purchase Date. (b) If a Paying Agent or the Trustee holds on, or the Business Day following, the Fundamental Change Purchase Date, in accordance with the terms hereof, an amount of money sufficient to pay the Fundamental Change Purchase Price of any Security (or portion thereof) for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture then, with respect immediately following the applicable Fundamental Change Purchase Date, whether or not the Security is delivered to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) Paying Agent, such Notes Security shall cease to be outstanding outstanding, interest (including Contingent Interest and interest Additional Interest, if any), shall cease to accrue on such Notes (whether or not book-entry transfer of accrue, and the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent); and (ii) all other rights of the Holders Holder in respect of such Notes the Security shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and upon delivery of the Security as aforesaid). (yc) if The Paying Agent will promptly return to the respective Holders thereof any Securities with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture. (d) If a Fundamental Change Purchase Date falls after a Regular Record Date but and on or prior to before the related Interest Payment Date, then interest (including Contingent Interest and Additional Interest, if any) on the right Securities payable to, but excluding, such Interest Payment Date will be payable on such Interest Payment Date to the Holders in whose names the Securities are registered at the close of the Holder of record business on such Regular Record Date to receive the related interest payment)Date. (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior Prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 10:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Company shall deposit with the Paying Agent appointed by (or, if the CompanyCompany or a Wholly Owned Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided herein) holds an amount of money (in immediately available funds if deposited on such Business Day) sufficient to make payment of pay the Fundamental Change Purchase Price on of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds (or, if the Company or a Wholly Owned Subsidiary of the Company is acting as the Paying Agent, has segregated and holds in trust) cash or securities sufficient to pay the Fundamental Change Purchase Price of the Notes for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture on the Fundamental Change Purchase Date, then as of such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes shall will cease to be outstanding and interest shall will cease to accrue on such Notes thereon (whether or not book-entry transfer of the such Notes has been is made or the such Notes have been delivered to the Trustee or Paying Agent); and ) and (ii) all other rights of the Holders of such Notes shall in respect thereof will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if previously accrued and unpaid interest upon delivery or book-entry transfer of such Notes in the event that the Fundamental Change Purchase Date falls is after a Regular Record Date but and on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest paymentwhich it relates). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior Prior to 11:00 10:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding following the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent an amount of cash (in immediately available funds if deposited on such Business Day) will be made on sufficient to pay the later of (i) the aggregate Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time Price of book-entry transfer or the delivery of such Notes to the Trustee all Securities (or other Paying Agent appointed by the Companyportions thereof) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, redeemed on the Fundamental Change Purchase Date, other than Securities or portions of Securities called for redemption which on or prior thereto have been delivered by the Company to the Trustee (or other the Co-Trustee for cancellation or have been converted. If, on the Business Day following the Fundamental Change Purchase Date, the Paying Agent appointed by holds, in accordance with the Company) holds money terms of this Indenture, cash sufficient to make payment pay the Fundamental Change Purchase Price of any Securities for which a Fundamental Change Purchase Notice has been tendered and not withdrawn pursuant to Section 12.02, then, effective as of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes shall Securities will cease to be outstanding and interest shall (including Additional Interest Amounts or Additional Amounts, if any) on such Securities will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been such Securities is made or the Notes have been whether or not such Securities are delivered to the Trustee or Paying Agent); and (ii) all other , and the rights of the Holders of such Notes in respect thereof shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if upon delivery of such Securities). Nothing herein shall preclude the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right withholding of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is any taxes required by law to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service chargewithheld or deducted.

Deposit of Fundamental Change Purchase Price. (a) The On or before 10:00 a.m. New York City time on the Business Day following the applicable Fundamental Change Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or other Paying Agent appointed by if the Company, Company or if an Affiliate of the Company is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 2.05 of the Base Indenture2.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of (in immediately available funds by the Trustee (if deposited on or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the after such Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01), by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of pay the aggregate Fundamental Change Purchase Price on of all the Notes Securities or portions thereof that are to be purchased on such as of the Fundamental Change Purchase Date. (b) If a Paying Agent or the Trustee holds on, or the Business Day following, the Fundamental Change Purchase Date, in accordance with the terms hereof, an amount of money sufficient to pay the Fundamental Change Purchase Price of any Security (or portion thereof) for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture then, with respect immediately following the applicable Fundamental Change Purchase Date, whether or not the Security is delivered to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) Paying Agent, such Notes Security shall cease to be outstanding and interest outstanding, interest, shall cease to accrue on such Notes (whether or not book-entry transfer of accrue, and the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent); and (ii) all other rights of the Holders Holder in respect of such Notes the Security shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and upon delivery of the Security as aforesaid). (yc) if The Paying Agent will promptly return to the respective Holders thereof any Securities with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture. (d) If a Fundamental Change Purchase Date falls after a Regular Record Date but and on or prior to before the related Interest Payment Date, then interest on the right Securities payable on such Interest Payment Date will be payable to the Holders in whose names the Securities are registered at the close of the Holder of record business on such Regular Record Date to receive the related interest payment)Date. (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and have not been validly withdrawn: , (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment DateDate to which such Regular Record Date relates, the right of the Holder Holders of record on as of such Regular Record Date to receive the related full amount of accrued and unpaid interest paymentdue on such Interest Payment Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior Prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., 10:00 a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Company shall deposit with the Paying Agent appointed by (or, if the Company, the Guarantor or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) holds an amount of money (in immediately available funds if deposited on such Business Day) sufficient to make payment of pay the Fundamental Change Purchase Price on of all the Notes Securities or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of the Securities for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Supplemental Indenture on such the Fundamental Change Purchase Date, then, with respect to the Notes Securities that have been properly surrendered for purchase and have not been validly withdrawn: withdrawn as of such Fundamental Change Purchase Date, (ia) such Notes shall Securities will cease to be outstanding Outstanding and interest shall will cease to accrue on such Notes Securities on the Fundamental Change Purchase Date or any applicable extension thereof (whether or not book-entry transfer of the Notes has been such Securities is made or the Notes such Securities have been delivered to the Trustee or Paying Agent); and ) and (iib) all other rights of the Holders of with respect to such Notes shall Securities will terminate on the Fundamental Change Purchase Date (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related accrued and unpaid interest paymentto, but not including, the Fundamental Change Purchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 10.3 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money (in immediately available funds) sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.019.01) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 9.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Security Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, Date the Trustee (or other Paying Agent appointed by the Company) holds money (in immediately available funds) sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, Date then with respect to the Notes that have been properly surrendered for purchase repurchase and not validly withdrawn: (i) such Notes shall cease to be outstanding and Outstanding, (ii) interest shall cease to accrue on such Notes (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 (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment)Price. (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.019.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Prior to 10:00 a.m., New York City time, on a Fundamental Change Purchase Date, the Company shall deposit with the Trustee Paying Agent (or other Paying Agent appointed by if the Company, Company or if an Affiliate of the Company is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 2.05 of the Base Indenture2.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money in cash (in immediately available funds) sufficient to purchase all of pay the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the aggregate Fundamental Change Purchase Price on of all the Notes Securities or portions thereof that are to be purchased on that Fundamental Change Purchase Date; provided, however, that to the extent any such funds are received by the Paying Agent from the Company after 10:00 a.m., New York City time, on a Fundamental Change Purchase Date, then, with respect such funds will be distributed to the Notes that have Holders within one Business Day of receipt thereof If a Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on a Fundamental Change Purchase Date, cash sufficient to pay the aggregate Fundamental Change Purchase Price of all Securities for which a Fundamental Change Purchase Notice has been properly surrendered for purchase delivered and not validly withdrawn: (i) withdrawn in accordance with this Indenture, then, on and after such Notes Repurchase Date, such Securities shall cease to be outstanding and interest (including Additional Interest and Special Interest), if any, on such Securities shall cease to accrue on such Notes (accrue, whether or not book-entry transfer of the Notes has been made or the Notes have been such Securities are delivered to the Trustee or Paying Agent); and (ii) all other , and the rights of the Holders of such Notes in respect thereof shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior upon delivery of such Securities by their Holders to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest paymentPaying Agent). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The On or before the applicable Fundamental Change Purchase Date, the Company shall deposit with the Trustee Paying Agent (or other Paying Agent appointed by if the Company, Company or if an Affiliate of the Company is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 2.05 of the Base Indenture7.06) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of (in immediately available funds by the Trustee (if deposited on or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the after such Fundamental Change Purchase Date) will be made on the later of ), sufficient (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed as determined by the Company) by to pay the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the aggregate Fundamental Change Purchase Price on of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. Payment by the Paying Agent of the Fundamental Change Purchase Price following receipt of the Fundamental Change Purchase Price from the Company shall be made promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of such Notes. (b) If the Paying Agent holds, on such the Fundamental Change Purchase Date, in accordance with the terms hereof, money or securities sufficient to pay the Fundamental Change Purchase Price of any Note for which a Fundamental Change Purchase Notice has been tendered then, with respect to immediately following the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes (applicable Fundamental Change Purchase Date, whether or not book-entry transfer of the Notes has been Note is made or whether or not the Notes have been Note is delivered to the Trustee or Paying Agent); and (ii) , each such Note shall cease to be Outstanding, interest, including additional interest, if any, shall cease to accrue, and all other rights of the Holders Holder in respect of such Notes the Note shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and upon delivery or transfer of the Note as aforesaid). (yc) if the If a Fundamental Change Purchase Date falls after a Regular Record Date but and on or prior to before the related Interest Payment Date, then interest on the right Notes payable on such Interest Payment Date will be payable to the Holders in whose names the Notes are registered at the close of the Holder of record business on such Regular Record Date to receive the related interest payment)Date. (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. Prior to 10:00 a.m. (alocal time in The City of New York) The on the Fundamental Change Purchase Date, subject to extension to comply with applicable law, the Company shall deposit with the Trustee (or other with the Paying Agent appointed by the Company(or, or if the Company or a Subsidiary or an Affiliate of either of them is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 2.05 of the Base Indentureherein) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds if deposited on such Business Day) sufficient to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of pay the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such as of the Fundamental Change Purchase Date. The Company shall promptly notify the Trustee in writing of the amount of any deposits of cash made pursuant to this Section 3.04. If the Paying Agent holds cash or securities sufficient to pay the Fundamental Change Purchase Price of any Note for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture as of the Business Day following the Fundamental Change Purchase Date, thenthen effective on the Fundamental Change Purchase Date, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (ia) such Notes Note shall cease to be outstanding and interest shall interest, if any, will cease to accrue on such Notes thereon (whether or not book-entry transfer of the Notes has been is made or whether or not the Notes have been are delivered to the Trustee or Paying Agent); and ) and (iib) all other rights of the Holders of such Notes shall Holder in respect thereof will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) previously accrued and unpaid interest, if any, upon delivery or book-entry transfer of such Note, or interest payable on the related Interest Payment Date, if the Fundamental Change Purchase Date falls after a Regular occurs between the Record Date but on or prior to the related and such Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest paymentas applicable). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.0115.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase tendered and not validly withdrawn: , (i) such Notes shall cease to be outstanding and outstanding, (ii) interest shall cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and Price) or (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Business Day prior to the Fundamental Change Purchase Date Date, as applicable, an amount of money sufficient to purchase repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Purchase Price, as the case may be. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase DateExpiration Time, if applicable) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder holder has satisfied the conditions in Section 10.0113.01) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder holder thereof in the manner required by Section 10.01, 13.01 by mailing checks for the amount payable to the Holders holders of such Notes entitled thereto as they shall appear in the Note Register; , provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, Date the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such repurchased as a result of the corresponding Fundamental Change Purchase DateChange, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall will cease to be outstanding and interest shall outstanding, (ii) interest, including Additional Interest, if any, will cease to accrue on such Notes, and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Fundamental Change Purchase Price, as applicable, and previously accrued but unpaid interest, including Additional Interest, if any, upon book-entry transfer or delivery of the Notes), in each case, 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 (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) The Registrar need not transfer or exchange any Notes in respect of which a Fundamental Change Purchase Notice has been given and not withdrawn (except, in the case of a Note to be purchased in part, the portion of the Note not to be repurchased). Upon surrender of a Note that is to be purchased repurchased in part pursuant to Section 10.0113.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder a new Note in an authorized denomination equal in principal amount to the unpurchased unrepurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and have not been validly withdrawn: , (i) such Notes shall will cease to be outstanding and interest shall will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or whether or not the Notes have been delivered to the Trustee or Paying Agent); and ) and (ii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) and, if the Fundamental Change Purchase Date falls is after a Regular Record Date but and on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 10.03 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date Date, subject to extension to comply with applicable laws, an amount of money sufficient to purchase repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will shall be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder of the Notes has satisfied the conditions in Section 10.015.01) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 5.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Security Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, Date the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased repurchased on such Fundamental Change Purchase Date, Date then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes tendered for purchase and not withdrawn shall cease to be outstanding and Outstanding; (ii) interest shall cease to accrue on such Notes on the Fundamental Change Purchase Date (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 (iiiii) all other rights of the Holders of such Notes tendered for purchase and not withdrawn shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on previously accrued and unpaid interest upon delivery or prior to the related Interest Payment Date, the right transfer of the Holder of record on such Regular Record Date to receive the related interest paymentNotes). (c) Upon surrender of a Certificated Note that is to be purchased repurchased in part pursuant to Section 10.015.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the second Business Day immediately preceding the Fundamental Change Purchase Date) will be made on promptly following the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of pay the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest paymentPrice). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase tendered and not validly withdrawn: , (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest paymentPrice). (c) Upon surrender of a Note that is to be purchased repurchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased unrepurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior Prior to 11:00 10:00 a.m., New York City time, on the Fundamental Change Purchase Date or the Specified Purchase Date, as applicable, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after if deposited on such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (bBusiness Day) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of pay the Fundamental Change Purchase Price on or the Specified Date Purchase Price, as applicable, of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date or the Specified Purchase Date, as applicable. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price or the Specified Date Purchase Price, as applicable, of the Notes for which a Fundamental Change Purchase Notice or a Specified Date Purchase Notice has been tendered and not withdrawn in accordance with this Indenture on the Fundamental Change Purchase Date or the Specified Purchase Date, as applicable, then as of such Fundamental Change Purchase Date or the Specified Purchase Date, thenas applicable, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (ia) such Notes shall will cease to be outstanding Outstanding and interest shall will cease to accrue on such Notes thereon (whether or not book-entry transfer of the such Notes has been is made or the such Notes have been delivered to the Trustee or Paying Agent); and ) and (iib) all other rights of the Holders of such Notes shall in respect thereof will terminate (other than (x) the right to receive the Fundamental Change Purchase Price or the Specified Date Purchase Price, as applicable, and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record any previously accrued and unpaid interest on such Regular Record Date to receive the related interest paymentNotes upon delivery or book-entry transfer of such Notes). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided trust) an amount of money (in Section 2.05 of immediately available funds if deposited on the Base IndentureFundamental Change Purchase Date) on or prior sufficient to 11:00 a.m., New York City time, pay on the Fundamental Change Purchase Date an amount of money sufficient the Fundamental Change Purchase Price with respect to purchase all of the Notes Securities to be purchased at the appropriate Fundamental Change Purchase Pricerepurchased on such date. Subject to receipt of funds and/or Securities by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase each Security as to which a Fundamental Change Repurchase Notice has been delivered (and not withdrawn withdrawn) prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will Expiration Time shall be made on the later of (ix) the Fundamental Change Purchase Date with respect to such Security (provided that the Holder has satisfied the conditions to the payment of the Fundamental Change Purchase Price in Section 10.01) 14.02), and (iiy) the time of book-entry transfer or the delivery of such Notes Security to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.0114.02, by mailing checks for the amount payable to the Holders of such Notes Securities entitled thereto as they shall appear in the Note Security Register; provided, however, that payments to the Depositary in respect of Global Securities shall be made by wire transfer of immediately available funds to the account of the Depositary Depository or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of purchase on the Fundamental Change Purchase Price on Date all the Notes Securities or portions thereof that are to be purchased on such the Fundamental Change Purchase Date, then, with respect to on and after the Notes that have been properly surrendered for purchase and not validly withdrawn: Fundamental Change Purchase Date, (i) such Notes Securities shall cease to be outstanding and interest interest, if any, shall cease to accrue on such Notes (Securities, whether or not book-entry transfer of the Notes Securities has been made and whether or not the Notes Securities have been delivered to the Trustee or Paying Agent); and Agent and (ii) all other rights of the Holders of such Notes Securities shall terminate (terminate, other than (xA) the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities, and (yB) if the Fundamental Change Purchase Date falls after the close of business on a Regular Record Date but on or prior to the close of business on related Interest Payment Date, Date the right of the Holder of record on such Regular Record Date to receive the related interest payment)payable in respect of such Interest Payment Date. (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenturetrust) on or prior to 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date an amount of money cash sufficient to purchase repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) repurchase will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder holder has satisfied the conditions in Section 10.01) 15.01 and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder holder thereof in the manner required by Section 10.01, 15.01 by mailing checks for the amount payable to the Holders holders of such Notes entitled thereto as they shall appear in the Note Register; , provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such repurchased as a result of the corresponding Fundamental Change Purchase DateChange, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes, and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Fundamental Change Purchase Price, and previously accrued but unpaid interest, if any, upon delivery of the Notes), 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 (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased repurchased in part pursuant to Section 10.0115.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder a new Note in an authorized denomination equal in principal amount to the unpurchased unrepurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The On or before 10:00 a.m. New York City time on the Fundamental Change Purchase Date for a series of Securities, the Company shall deposit with the Trustee (or other with a Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of Cash (in immediately available funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business if deposited on the Business Day immediately preceding the such Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money and/or Common Stock sufficient to make payment of pay the aggregate Fundamental Change Purchase Price on of all the Notes Securities of such series or portions thereof that are to be purchased on as of such Fundamental Change Purchase Date. The manner in which the deposit required by this Section 13.04 is made by the Company shall be at the option of the Company, PROVIDED, HOWEVER, that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the date of such deposit. If a Paying Agent holds, in accordance with the terms hereof, Cash and/or Common Stock sufficient to pay the Fundamental Change Purchase Price of any Security for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture on the Fundamental Change Purchase Date for such Security then, with respect immediately following the Fundamental Change Purchase Date for such Security, such Security will cease to the Notes that have been properly surrendered for purchase be outstanding, interest (including Contingent Interest, if any) will cease to accrue and not validly withdrawn: (i) such Notes principal shall cease to be outstanding accrete and interest shall cease to accrue on such Notes (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 (ii) all other rights of the Holders of such Notes Holder in respect thereof shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if for such Security). The Company shall publicly announce the Original Principal Amount of such series of Securities purchased as a result of such Fundamental Change on or as soon as practicable after the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right for such series of the Holder of record on such Regular Record Date to receive the related interest payment)Securities. (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The On or before the applicable Fundamental Change Purchase Date, the Company shall deposit with the Trustee Paying Agent (or other Paying Agent appointed by if the Company, Company or if an Affiliate of the Company is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 2.05 of the Base Indenture7.06) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of (in immediately available funds by the Trustee (if deposited on or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the after such Fundamental Change Purchase Date) will be made on the later of ), sufficient (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed as determined by the Company) by to pay the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the aggregate Fundamental Change Purchase Price on of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. Payment by the Paying Agent of the Fundamental Change Purchase Price following receipt of the Fundamental Change Purchase Price from the Company shall be made promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of such Notes. (b) If the Paying Agent holds, on such the Fundamental Change Purchase Date, in accordance with the terms hereof, money or securities sufficient to pay the Fundamental Change Purchase Price of any Note for which a Fundamental Change Purchase Notice has been tendered then, with respect to immediately following the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes (applicable Fundamental Change Purchase Date, whether or not book-entry transfer of the Notes has been Note is made or whether or not the Notes have been Note is delivered to the Trustee or Paying Agent); and (ii) , each such Note shall cease to be Outstanding, interest, including any additional interest, if any, shall cease to accrue, and all other rights of the Holders Holder in respect of such Notes the Note shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and upon delivery or transfer of the Note as aforesaid). (yc) if the If a Fundamental Change Purchase Date falls after a Regular Record Date but and on or prior to before the related Interest Payment Date, then interest on the right Notes payable on such Interest Payment Date will be payable to the Holders in whose names the Notes are registered at the close of the Holder of record business on such Regular Record Date to receive the related interest payment)Date. (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a1) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price; provided, however, that to the extent any such funds are received by the Trustee or the Paying Agent from the Company after 11:00 a.m., New York City time, on such due date, such funds will be deemed deposited within one (1) Business Day of receipt thereof. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) 14.01 and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 14.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto at their addresses as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b2) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and have not been validly withdrawn: , (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) and, if the Fundamental Change Purchase Date falls is after a Regular Record Date but and on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c3) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0114.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased un-purchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 4.03(b) of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date Date, subject to extension to comply with applicable laws, an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company)) and subject to extension to comply with applicable laws, payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will shall be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.015.01) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 5.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Security Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, Date the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes tendered for purchase and not withdrawn shall cease to be outstanding and Outstanding; (ii) interest shall cease to accrue on such Notes on the Fundamental Change Purchase Date (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 (iiiii) all other rights of the Holders of such Notes tendered for purchase and not withdrawn shall terminate on the Fundamental Change Purchase Date (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such the Regular Record Date to receive the related interest payment). (c) Upon surrender of a Certificated Note that is to be purchased in part pursuant to Section 10.015.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior Prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., 10:00 a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Company shall deposit with the Paying Agent appointed by (or, if the Company, the Guarantor or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) holds an amount of money (in immediately available funds if deposited on such Business Day) sufficient to make payment of pay the Fundamental Change Purchase Price on of all the Notes Securities or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of the Securities for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Supplemental Indenture on such the Fundamental Change Purchase Date, then, with respect to the Notes Securities that have been properly surrendered for purchase and have not been validly withdrawn: withdrawn as of such Fundamental Change Purchase Date, (ia) such Notes shall Securities will cease to be outstanding Outstanding and interest shall will cease to accrue on such Notes Securities on the Fundamental Change Purchase Date or any applicable extension thereof (whether or not book-entry book‑entry transfer of the Notes has been such Securities is made or the Notes such Securities have been delivered to the Trustee or Paying Agent); and ) and (iib) all other rights of the Holders of with respect to such Notes shall Securities will terminate on the Fundamental Change Purchase Date (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related accrued and unpaid interest paymentto, but not including, the Fundamental Change Purchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 9.3 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Security Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (ba) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and have not been validly withdrawn: , (i) such Notes shall cease to be outstanding and Outstanding, (ii) interest shall cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest paymentPrice). (cb) Upon surrender of a Physical Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 10.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased repurchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase repurchase and not validly withdrawn: , (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes (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 ) and (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased repurchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased unrepurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes that have been validly surrendered for purchase (and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (bn) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, sets aside, segregates and holds in trust as provided in Section 4.04) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered tendered for purchase and not validly withdrawn: withdrawn in accordance with Section 15.03, (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) and, if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (co) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. Prior to 10:00 a.m. (alocal time in The City of New York) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Company shall deposit with the Paying Agent appointed by (or, if the CompanyCompany or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) holds an amount of money (in immediately available funds if deposited on such Business Day) sufficient to make payment of pay the Fundamental Change Purchase Price on Price, of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. The Company shall promptly notify the Trustee in writing of the amount of any deposits of cash made pursuant to this Section 8.04. If the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price of any Note surrendered for purchase and not withdrawn in accordance with this Indenture as of the Close of Business on such the Fundamental Change Purchase Date, thenthen immediately following the Close of Business on the Fundamental Change Purchase Date, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (ia) any such Notes shall Note will cease to be outstanding and interest shall will cease to accrue thereon on such Notes the Fundamental Change Purchase Date (whether or not book-entry transfer of the Notes has been is made or whether or not the Notes have been are delivered to the Trustee or Paying Agent); and ) and (iib) all other rights of the Holders of such Notes shall Holder in respect thereof will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest (yincluding Additional Interest, if any) if the Fundamental Change Purchase Date falls after a Regular Record Date but on upon delivery or prior to the related Interest Payment Date, the right book-entry transfer of the Holder of record on such Regular Record Date to receive the related interest paymentNote). (c) Upon surrender of a . Notes Purchased in Whole or in Part . Any Note that is to be purchased purchased, whether in part pursuant whole or in part, shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to Section 10.01the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, a new Note in an or Notes, of any authorized denomination as requested by such Holder in aggregate Principal 63 Amount equal to, and in principal amount to exchange for, the unpurchased portion of the Principal Amount of the Note surrenderedso surrendered which is not purchased. Covenant to Comply With Securities Laws upon Purchase of Notes . In connection with any offer to purchase Notes under Section 8.01, without payment of any service charge.the Company shall, if required:

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of such funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes any Note surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks a check for the amount payable to the Holders Holder of such Notes Note entitled thereto as they it shall appear in the Note Register; , provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall cease to be outstanding and outstanding, (ii) interest shall cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price upon book-entry transfer or delivery of the Notes and (y) if the Fundamental Change Purchase Date falls after a the Regular Record Date but for a payment of interest and on or prior to the related Interest Payment Date, the right of the Holder of record Holders on such Regular Record Date to receive the related interest paymentsuch payment of interest). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased non-purchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture5.03) on or prior to 11:00 10:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase repurchase (and not withdrawn prior to the close Close of business Business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.013.01) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 3.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., 10:00 a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased repurchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase repurchase and have not been validly withdrawn: , (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and, if applicable, accrued and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest paymentunpaid interest). (c) Upon surrender of a Note that is to be purchased repurchased in part pursuant to Section 10.013.01, the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder Holder, a new Note in an authorized denomination equal in principal amount to the unpurchased unrepurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; , provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall cease to be outstanding and outstanding, (ii) interest shall cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right upon delivery of the Holder of record on such Regular Record Date to receive the related interest paymentNotes). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased non-purchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture5.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase DateExpiration Time) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder holder has satisfied the conditions in Section 10.0116.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder holder thereof in the manner required by Section 10.01, 16.02 by mailing checks for the amount payable to the Holders holders of such Notes entitled thereto as they shall appear in the Note Register; , provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such repurchased as a result of the corresponding Fundamental Change Purchase DateChange, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes, and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Fundamental Change Purchase Price, and previously accrued but unpaid interest, including Additional Interest, if any, upon delivery of the Notes), 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 (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased repurchased in part pursuant to Section 10.0116.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder a new Note in an authorized denomination equal in principal amount to the unpurchased unrepurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase repurchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase repurchase (and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.0115.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase DateDate or any applicable extension thereof, then, with respect to the Notes that have been properly surrendered for purchase repurchase and have not been validly withdrawn: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes on such Fundamental Change Purchase Date or any applicable extension thereof (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 (ii) all other rights of the Holders of such Notes shall will terminate on the Fundamental Change Purchase Date (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related accrued and unpaid interest paymentto, but not including, the Fundamental Change Purchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.0115.02) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall will cease to be outstanding and interest shall will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or whether or not the Notes have been delivered to the Trustee or Paying Agent); and ) and (ii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) and, if the Fundamental Change Purchase Date falls is after a Regular Record Date but and on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0115.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price; provided, however, that to the extent any such funds are received by the Trustee or the Paying Agent from the Company after 11:00 a.m., New York City time, on such due date, such funds will be deemed deposited within one (1) Business Day of receipt thereof. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) 14.01 and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 14.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto at their addresses as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and have not been validly withdrawn: , (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) and, if the Fundamental Change Purchase Date falls is after a Regular Record Date but and on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0114.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased un-purchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture5.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the CompanyAgent), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase DateExpiration Time) will be made on the later of (i) the Fundamental Change Purchase Date with respect to such Note (provided that the Holder holder has satisfied the conditions in Section 10.0116.01) and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the CompanyAgent) by the Holder holder thereof in the manner required by Section 10.01, 16.01 by mailing checks for the amount payable to the Holders holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the CompanyAgent) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such as a result of the corresponding Fundamental Change Purchase DateChange, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: then (i) such Notes shall will cease to be outstanding and outstanding, (ii) interest shall will cease to accrue on such Notes, and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Fundamental Change Purchase Price, and previously accrued but unpaid interest upon delivery of the Notes), 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 (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0116.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

Deposit of Fundamental Change Purchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price; provided, however, that to the extent any such funds are received by the Trustee or the Paying Agent from the Company after 11:00 a.m., New York City time, on such due date, such funds shall be deemed deposited within one (1) Business Day of receipt thereof. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will shall be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) 14.01 and (ii) the time of book-entry transfer or the delivery of such Notes Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, 14.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto at their addresses as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and have not been validly withdrawn: , (i) such Notes shall cease to be outstanding and outstanding, (ii) interest shall cease to accrue on such Notes (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 ) and (iiiii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) and, if the Fundamental Change Purchase Date falls is after a Regular Record Date but and on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment, which includes any accrued but unpaid interest). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.0114.01, the Company shall execute and and, upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased un-purchased portion of the Note surrendered, without payment of any service charge.