Common use of Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default Clause in Contracts

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b) and the Securities to be purchased as provided in Section 10.01(b), the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the conditions in this Article 10 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.01. Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to Section 10.01. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities is made or whether or not the Security is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state: (i) the principal amount of the withdrawn Securities; (ii) if Definitive Securities have been issued, the certificate numbers of the withdrawn Securities, or if not certificated, the written notice of withdrawal must comply with appropriate DTC procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice. The Paying Agent shall 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.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b) in, and the Securities Notes to be purchased as provided in in, Section 10.01(b5.01(c), the Holder of the Securities Notes in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b5.02(a)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such SecuritiesNotes. Such Fundamental Change Purchase Price shall be paid delivered by the Paying Agent Agent, solely from shares of Common Stock received from the Company for such purpose (and any cash in lieu of fractional shares), to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities Notes (provided the conditions in this Article 10 V have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities Notes to the Paying Agent by the Holder thereof in the manner required by Section 10.015.01. Securities Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b5.02(a). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b5.01(c), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b5.02(a). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with deliver to the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash a number of shares of Common Stock sufficient to pay satisfy the aggregate Fundamental Change Purchase Price of the Securities Notes to be purchased pursuant to Section 10.015.01 (plus any cash in lieu of fractional shares). If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash a number of shares of Common Stock sufficient to pay the Fundamental Change Purchase Price of such Securities Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities Notes tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities Notes is made or whether or not the Security Note is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities Notes tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the SecuritiesNotes). Nothing herein shall preclude any withholding tax required by law. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date (excluding such Fundamental Change Purchase Date). The notice of withdrawal shall state: (i) the principal amount of the withdrawn SecuritiesNotes; (ii) if Definitive Securities Notes have been issued, the certificate numbers of the withdrawn SecuritiesNotes, or if not certificated, the written notice of withdrawal must comply with appropriate DTC proceduresprocedures of DTC, and if applicable, Clearstream Banking Luxembourg S.A. (“Clearstream”) and Euroclear Bank S.A./N.A. (“Euroclear”); and (iii) the principal amount, if any, of such Securities Notes which remains subject to the original Fundamental Change Purchase Notice. The If the Notes are Definitive Notes, the Paying Agent shall promptly return to the respective Holders thereof any Securities Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b) in, and the Securities Notes to be purchased as provided in in, Section 10.01(b5.01(c), the Holder of the Securities Notes in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b5.02(a)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such SecuritiesNotes. Such Fundamental Change Purchase Price shall be paid delivered by the Paying Agent Agent, solely from shares of Common Stock received from the Company for such purpose (and any cash in lieu of fractional shares), to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities Notes (provided the conditions in this Article 10 V have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities Notes to the Paying Agent by the Holder thereof in the manner required by Section 10.015.01. Securities Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b5.02(a). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b5.01(c), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b5.02(a). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with deliver to the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash a number of shares of Common Stock sufficient to pay satisfy the aggregate Fundamental Change Purchase Price of the Securities Notes to be purchased pursuant to Section 10.015.01 (plus any cash in lieu of fractional shares). If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash a number of shares of Common Stock sufficient to pay the Fundamental Change Purchase Price of such Securities Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities Notes tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities Notes is made or whether or not the Security Note is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities Notes tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the SecuritiesNotes). Nothing herein shall preclude any withholding of tax required by law. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date (excluding such Fundamental Change Purchase Date). The notice of withdrawal shall state: (i) the principal amount of the withdrawn SecuritiesNotes; (ii) if Definitive Securities Notes have been issued, the certificate numbers of the withdrawn SecuritiesNotes, or if not certificated, the written notice of withdrawal must comply with appropriate DTC proceduresprocedures of DTC, and if applicable, Clearstream Banking Luxembourg S.A. (“Clearstream”) and Euroclear Bank S.A./N.A. (“Euroclear”); and (iii) the principal amount, if any, of such Securities Notes which remains subject to the original Fundamental Change Purchase Notice. The If the Notes are Definitive Notes, the Paying Agent shall promptly return to the respective Holders thereof any Securities Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b) in, and the Securities Notes to be purchased as provided in in, Section 10.01(b5.01(c), the Holder of the Securities Notes in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b5.02(a)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such SecuritiesNotes. Such Fundamental Change Purchase Price shall be paid by the Paying Agent Agent, solely from funds received from the Company for such purpose, to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities Notes (provided the conditions in this Article 10 V have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities Notes to the Paying Agent by the Holder thereof in the manner required by Section 10.015.01. Securities Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b5.02(a). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b5.01(c), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b5.02(a). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities Notes to be purchased pursuant to Section 10.015.01. If the Paying Agent holds, in accordance with the terms of this Third Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities Notes tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities Notes is made or whether or not the Security Note is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities Notes tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the SecuritiesNotes). Nothing herein shall preclude any withholding tax required by law. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state: (i) the principal amount of the withdrawn SecuritiesNotes; (ii) if Definitive Securities Notes have been issued, the certificate numbers of the withdrawn SecuritiesNotes, or if not certificated, the written notice of withdrawal must comply with appropriate DTC proceduresprocedures of DTC, and if applicable, Clearstream Banking Luxembourg S.A. (“Clearstream”) and Euroclear Bank S.A./N.A. (“Euroclear”); and (iii) the principal amount, if any, of such Securities Notes which remains subject to the original Fundamental Change Purchase Notice. The If the Notes are Definitive Notes, the Paying Agent shall promptly return to the respective Holders thereof any Securities Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 10.01(b) and the Securities to be purchased as provided in Section 10.01(b11.01(b), the Holder of the Securities in respect of which such Fundamental Change Purchase Notice Notice, was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b)the following two paragraphs) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date Date, with respect to such Securities (provided that the conditions in this Article 10 11 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.0111.01. Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice Notice, unless such Fundamental Change Purchase Notice Notice, has first been validly withdrawn as specified in this Section 10.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to Section 10.01. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities is made or whether or not the Security is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by lawfollowing two paragraphs. A Fundamental Change Purchase Notice Notice, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state, to which it relates, specifying: (i) the principal amount series of the withdrawn SecuritiesSecurities with respect to which such notice of withdrawal is being submitted; (ii) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; (iii) if Definitive Securities have been issuedcertificated, the certificate numbers number of the withdrawn SecuritiesSecurities in respect of which such notice of withdrawal is being submitted, or or, if not certificated, the written notice of withdrawal must comply with appropriate DTC procedures; and (iiiiv) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase NoticeNotice and which has been or shall be delivered for purchase by the Company. There shall be no purchase of any Securities pursuant to Section 11.01 if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Fundamental Change Purchase Price). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Fundamental Change Purchase Notice Notice, has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Fundamental Change Purchase Price) in which case, upon such return, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b) and the Securities to be purchased as provided in Section 10.01(b11.01(b), the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b)the following two paragraphs) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date Date, with respect to such Securities (provided the conditions in this Article 10 11 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.0111.01. Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to Section 10.01. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities is made or whether or not the Security is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by lawfollowing two paragraphs. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day prior to immediately preceding the Fundamental Change Purchase Date. The notice of withdrawal shall stateDate to which it relates, specifying: (i) the principal amount of the withdrawn SecuritiesSecurities with respect to which such notice of withdrawal is being submitted; (ii) if Definitive Securities have been issued, the certificate numbers number of the withdrawn SecuritiesSecurities in respect of which such notice of withdrawal is being submitted, or or, if Definitive Securities have not certificatedbeen issued, the written notice of withdrawal must comply with appropriate DTC procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase NoticeNotice and which has been or shall be delivered for purchase by the Company. There shall be no purchase of any Securities pursuant to Section 11.01 if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Fundamental Change Purchase Price). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Fundamental Change Purchase Price) in which case, upon such return, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b8.01(b) and the Securities to be purchased as provided in Section 10.01(b8.01(b), the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b8.02(b)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the conditions in this Article 10 8 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.018.01. Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b8.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b8.02(b), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b8.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to Section 10.018.01. If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities is made or whether or not the Security is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state: (i) the principal amount of the withdrawn Securities; (ii) if Definitive Securities have been issued, the certificate numbers of the withdrawn Securities, or if not certificated, the written notice of withdrawal must comply with appropriate DTC or other applicable clearing system procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice. The Paying Agent shall 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 Supplemental Indenture.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b) and the Securities to be purchased as provided in Section 10.01(b11.01(b), the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b)the following two paragraphs) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the conditions in this Article 10 11 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.0111.01. Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to Section 10.01. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities is made or whether or not the Security is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by lawfollowing two paragraphs. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The notice of withdrawal shall stateDate to which it relates, specifying: (i) the principal amount of the withdrawn SecuritiesSecurities with respect to which such notice of withdrawal is being submitted; (ii) if Definitive Securities have been issuedcertificated, the certificate numbers number of the withdrawn SecuritiesSecurities in respect of which such notice of withdrawal is being submitted, or or, if not certificated, the written notice of withdrawal must comply with appropriate DTC procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase NoticeNotice and which has been or shall be delivered for purchase by the Company. There shall be no purchase of any Securities pursuant to Section 11.01 if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Fundamental Change Purchase Price). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Fundamental Change Purchase Price) in which case, upon such return, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Fundamental Change Purchase Notice; Withdrawal; Effect of Event of Default. Upon receipt by the Company of the Fundamental Change Purchase Notice specified in Section 10.01(b8.01(b) and the Securities to be purchased as provided in Section 10.01(b8.01(b), the Holder of the Securities in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 10.02(b8.02(b)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Securities. Such Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Securities (provided the conditions in this Article 10 8 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 10.018.01. Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn as specified in this Section 10.02(b8.02(b). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 10.02(b8.02(b), shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 10.02(b8.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to to Section 10.018.01. If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the second Business Day after the Fundamental Change Purchase Date, then (i) the Securities tendered for purchase and not withdrawn shall cease to be outstanding and interest, including Additional Interest, if any, shall cease to accrue (whether or not book-entry transfer of such Securities is made or whether or not the Security is delivered to the Paying Agent) on the Fundamental Change Purchase Date; and (ii) all other rights of the Holders with respect to Securities tendered for purchase will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law. A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state: (i) the principal amount of the withdrawn Securities; (ii) if Definitive Securities have been issued, the certificate numbers of the withdrawn Securities, or if not certificated, the written notice of withdrawal must comply with appropriate DTC or other applicable clearing system procedures; and (iii) the principal amount, if any, of such Securities which remains subject to the original Fundamental Change Purchase Notice. The Paying Agent shall 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 Supplemental Indenture.