Common use of Effect of Repurchase Notice or Fundamental Change Repurchase Notice Clause in Contracts

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a Repurchase Notice or Fundamental Change Repurchase Notice, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 or Section 3.09, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) or Section 3.09(c), as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 3.07(a) or Section 3.08(c), as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice Notice, as the case may be, is withdrawn as specified in the following two paragraphsparagraph) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (xi) the Business Day following the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 3.07(a) or Section 3.093.08(c), as applicable, have been satisfied) and (yii) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c3.07(a) or Section 3.09(c3.08(c), as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted pursuant to Article Nine 10 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnparagraph.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent Company of a properly completed and executed Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 7.1 or Section 6.3, as applicable, the Holder of the Security Notes in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, Price with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record dateNotes. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, Agent to such Holder promptly following the later of (xi) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security Notes (provided that the conditions in Section 3.08 7.1 or Section 3.096.2, as applicable, have been satisfied) and (yii) the time of delivery or book-entry transfer of such Security Notes to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) 7.1 or Section 3.09(c)6.4, as applicable. Securities Notes in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof for shares of Common Stock on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent Company of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 3.08(a) hereof or Section 3.09(b) hereof, as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Purchase Price or Fundamental Change Repurchase Purchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Purchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Purchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, Holder promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 3.08(a) hereof or Section 3.093.09(c) hereof, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c3.08(a) hereof or Section 3.09(c)) hereof, as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof for shares of Common Stock on or after the date of the delivery of such Repurchase Notice (or Fundamental Change Repurchase Notice, as the case may be), unless such Repurchase Notice (or Fundamental Change Repurchase Notice, as the case may be, ) has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in clause (b) of Section 11.08 or clause (b) of Section 11.09, as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in clause (b) of Section 3.08 11.08 or clause (b) of Section 3.0911.09, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by clause (b) of Section 3.08(c11.08 or clause (b) or of Section 3.09(c)11.09, as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof 13 on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by (a) Payment of the Paying Agent of Repurchase Price or the Fundamental Change Repurchase Price for a Security for which a Repurchase Notice or Fundamental Change Repurchase Notice, the Holder of the Security in respect of which such Repurchase Notice or a Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice has been delivered and not withdrawn in accordance with Section 3.09(b) or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase DateSection 3.09(c), as the case may be, is conditioned upon book-entry transfer or delivery of the Security, together with respect necessary endorsements, to such Security; provided that if the Paying Agent at any time after delivery of the Repurchase Notice or the Fundamental Change Repurchase Notice, as the case may be. The Company shall pay the Repurchase Price or the Fundamental Change Repurchase Price to the Paying Agent promptly following the later of the Repurchase Date or the Fundamental Change Repurchase Date is between or the close time of business on a record date and book-entry transfer or delivery of the opening of business on purchased Securities. If the related interest payment date, accrued and unpaid interest will be payable Paying Agent holds money or securities sufficient to pay the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or the Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, shall be paid to such Holder, subject to receipt of funds by Price on the Paying Agent, promptly Business Day immediately following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security then: (provided that the conditions in Section 3.08 or Section 3.09, as applicable, have been satisfied) and (yi) the time purchased Securities will cease to be outstanding and interest and Liquidated Damages, if any, will cease to accrue, and (ii) all other rights of the Holders of such purchased Securities will terminate (other than the right to receive the Repurchase Price or the Fundamental Change Repurchase Price upon delivery or transfer of such purchased Securities), in each case, whether or not book-entry transfer of such Security the purchased Securities is made or whether or not the purchased Securities are delivered to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) or Section 3.09(c), as applicableAgent. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted pursuant to Article Nine 10 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice Section 3.09(b) or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn3.09(c).

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 11.08(b) or Section 11.09(b), as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 11.08(b) or Section 3.0911.09(b), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c11.08(b) or Section 3.09(c11.09(b), as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof 13 on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. (a) Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 1109 or Section 1110, as applicable, the Holder of the Security Note in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice Notice, as the case may be, is withdrawn as specified in the following two paragraphsSection 1111(b)) thereafter be entitled solely to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if Note whether or not the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment dateNote is, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record datefact, properly delivered. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds and/or securities by the Paying Agent, promptly following the later of (x) the Business Day following the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security Note (provided that the conditions in Section 3.08 1109 or Section 3.091110, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security Note to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) 1109 or Section 3.09(c)1110, as applicable. Securities Notes in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted pursuant to and to the extent permitted by Article Nine Seventeen hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has first been validly withdrawn as specified in Section 1111(b). If the Paying Agent holds money sufficient to pay the Fundamental Change Repurchase Price of the Notes, which Holders have elected to require the Company to repurchase on the Business Day following two paragraphsthe Fundamental Change Repurchase Date, in accordance with the terms of this Indenture, then, immediately after the Fundamental Change Repurchase Date, such Notes will cease to be outstanding and Interest, if any, on the Notes will cease to accrue, whether or not the Notes are transferred by book-entry or delivered to the Paying Agent. Thereafter, all other rights of the Holders shall terminate, other than the right to receive the Fundamental Change Repurchase Price upon book-entry transfer of the Notes or delivery of the Notes. (b) A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time (i) in the case of the Repurchase Notice, if received by the Paying Agent prior to the close of business on the Business Day Repurchase Date or (ii) in the case of the Fundamental Change Repurchase Notice, if received by the Paying Agent prior to the Repurchase Date or close of business on the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security Note which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will shall be delivered for repurchase purchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 , (ii) if an Event of Default (other than a default in certificated Notes have been issued, the payment certificate number, if any, of the Repurchase PriceNote in respect of which such notice of withdrawal is being submitted (or, if certificated Notes have not been issued, that such withdrawal notice shall comply with the appropriate Depositary procedures for book-entry transfer), and (iii) has occurred prior to, on or after, as the case may be, principal amount of the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) Note with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance such notice of an Event of Default (other than a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnwithdrawal is being submitted.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. (a) Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 3.07 or Section 3.08, as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice Notice, as the case may be, is withdrawn as specified in the following two paragraphsSection 3.09(b)) thereafter be entitled solely to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if Security whether or not the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment dateSecurity is, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record datefact, properly delivered. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds and/or securities by the Paying Agent, promptly following the later of (x) the Business Day following the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 3.07 or Section 3.093.08, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) 3.07 or Section 3.09(c)3.08, as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted pursuant to and to the extent permitted by Article Nine 11 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn3.09(b).

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a Repurchase Notice or Fundamental Change Repurchase Notice, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 or Section 3.09, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) or Section 3.09(c), as applicable. Securities in respect of which a Repurchase Notice or [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in clause (b) of Section 11.08 or clause (b) of Section 11.09, as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in clause (b) of Section 3.08 11.08 or clause (b) of Section 3.0911.09, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by clause (b) of Section 3.08(c11.08 or clause (b) or of Section 3.09(c)11.09, as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof 13 on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn only by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase procedures set forth in the Company Notice or Fundamental Change Repurchase Company Notice, as the case may be, at any time prior to the close of business on the Business Day immediately prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount Principal Amount of the Security with respect to which such notice of withdrawal is being submitted; and (ii) the certificate number (if such Security is held in other than global form) of the Security in respect of which such notice of withdrawal is being submitted or, if such Security is held in global form, the Holder must comply with applicable Depositary procedures; and (iii) the principal amountPrincipal Amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 11.08 or 11.09 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be) and is continuing an Event of Default (other than a default in the payment of the Repurchase Price or Fundamental Change Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of with respect to such Securities the required Repurchase Notice and such Event of Default is continuingSecurities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price or Fundamental Change Repurchase Price, as the case may be, with respect to such Securities) in which case, upon such return, the Repurchase Notice or Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. (a) Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 3.07 or Section 3.08, as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice Notice, as the case may be, is withdrawn as specified in the following two paragraphsSection 3.09(b)) thereafter be entitled solely to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if Security whether or not the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment dateSecurity is, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record datefact, properly delivered. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds and/or securities by the Paying Agent, promptly following the later of (x) the Business Day following the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 3.07 or Section 3.093.08, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) 3.07 or Section 3.09(c)3.08, as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted pursuant to and to the extent permitted by Article Nine 10 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn3.09(b).

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent Company of a the Repurchase Notice or Option to Elect Repurchase Upon a Fundamental Change Repurchase Noticespecified in Section 3.08(a) hereof or Section 3.09(c) hereof, as applicable, the Holder of the Security in respect of which such Repurchase Notice or Option to Elect Repurchase Upon a Fundamental Change Repurchase NoticeChange, as the case may be, was given shall (unless such Repurchase Notice or Option to Elect Repurchase Upon a Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Purchase Price or Fundamental Change Repurchase Purchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that , together with Liquidated Damages, if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record dateany. Such Repurchase Purchase Price or Fundamental Change Repurchase Purchase Price, together with accrued but unpaid interest thereonLiquidated Damages, if any, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, Holder promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 3.08(a) hereof or Section 3.093.09(c) hereof, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c3.08(a) hereof or Section 3.09(c)) hereof, as applicable. Securities in respect of which a Repurchase Notice or Option to Elect Repurchase Upon a Fundamental Change Repurchase NoticeChange, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof for shares of Common Stock on or after the date of the delivery of such Repurchase Notice (or Option to Elect Repurchase Upon a Fundamental Change Repurchase NoticeChange, as the case may be), unless such Repurchase Notice (or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered Option to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.Elect

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a Repurchase Notice or Fundamental Change Repurchase Notice, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment date, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 or Section 3.09, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) or Section 3.09(c), as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article Nine hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will be delivered for repurchase by the Company. There shall be no repurchase of any Securities pursuant to Section 3.08 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase 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 in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Effect of Repurchase Notice or Fundamental Change Repurchase Notice. (a) Upon receipt by the Paying Agent of a the Repurchase Notice or Fundamental Change Repurchase NoticeNotice specified in Section 3.07 or Section 3.08, as applicable, the Holder of the Security in respect of which such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Fundamental Change Repurchase Notice Notice, as the case may be, is withdrawn as specified in the following two paragraphsSection 3.09(b)) thereafter be entitled solely to receive solely the Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, up to but not including the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, with respect to such Security; provided that if Security whether or not the Fundamental Change Repurchase Date is between the close of business on a record date and the opening of business on the related interest payment dateSecurity is, accrued and unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record datefact, properly delivered. Such Repurchase Price or Fundamental Change Repurchase Price, together with accrued but unpaid interest thereon, Price shall be paid to such Holder, subject to receipt of funds and/or securities by the Paying Agent, promptly following the later of (x) the Business Day following the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 3.07 or Section 3.093.08, as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08(c) 3.07 or Section 3.09(c)3.08, as applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has been given by the Holder thereof may not be converted pursuant to and to the extent permitted by Article Nine 10 hereof on or after the date of the delivery of such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice unless such Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice has first been validly withdrawn as specified in the following two paragraphs. Section 3.09(b). (b) A Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, at any time (i) in the case of the Repurchase Notice, if received by the Paying Agent prior to the close of business on the Repurchase Date or (ii) in the case of the Fundamental Change Repurchase Notice, if received by the Paying Agent prior to the close of business on the Business Day prior to the Repurchase Date or immediately preceding the Fundamental Change Repurchase Date, as the case may be, specifying: (i) if the Security with respect to which such notice of withdrawal is certificated, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures; (ii) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and (iii) the principal amountOriginal Principal Amount, if any, of such Security which remains subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or will shall be delivered for repurchase purchase by the Company. There shall be no repurchase of any , (ii) if Certificated Securities pursuant to Section 3.08 have been issued, the certificate number, if an Event of Default (other than a default in the payment any, of the Repurchase PriceSecurity in respect of which such notice of withdrawal is being submitted (or, if Certificated Securities have not been issued, that such withdrawal notice shall comply with the appropriate Depositary procedures), and (iii) has occurred prior to, on or after, as the case may be, Original Principal Amount of the giving by the Holders of such Securities the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) Security with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance such notice of an Event of Default (other than a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnwithdrawal is being submitted.