Common use of Fundamental Change Purchase Notice Clause in Contracts

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than the Close of Business on the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery of such Security to the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in Section 3.01(a) upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change under Section 3.01, overnight couriera Holder or beneficial owner of a Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, by the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed Form of Fundamental Change Purchase Notice on the exercise reverse side of any Note that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Notes (or portions thereof) being delivered for purchase are Global Notes. The Fundamental Change Purchase Notice must state: (i) if the Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Notes; (ii) the portion of the principal amount of the Securities that the Holder shall deliver Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery Article 3 and in the Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (receives a validly endorsed and delivered Fundamental Change Purchase Notice, together with any Notes to which such Fundamental Change Purchase Notice pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by material aspects, the Holder of submitting the Notes shall not be entitled to receive the Fundamental Change Purchase Price; provided, however, that Price for such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, Notes. (c) After delivering a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have to the right to Paying Agent, a Holder may withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivering to the Paying Agent a written notice of withdrawal at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written Date. Such notice of withdrawal to shall state: (i) the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it principal amount of any Notes with respect to which the Fundamental Change Purchase Notices Notice is to be withdrawn, which must equal $1,000 or written notices an integral multiple thereof; (ii) if the Notes to be withdrawn are Certificated Notes, the certificate numbers of withdrawal the Notes to be withdrawn; and (iii) the principal amount, if any, which amount must equal $1,000 or an integral multiple thereof, that remains subject to the original Fundamental Change Purchase Notice. In the case of a Global Note, the beneficial owner of an interest therein who has surrendered such interest for repurchase pursuant to this Article 3 must comply with Applicable Procedures to withdraw such repurchase request.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Proceduresform) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be actually received by the a Paying Agent no later than at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The A Paying Agent shall promptly notify the Company once each Business Day of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee and the Close of Co-Trustee, at least two Business on Days prior to the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice must or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state: , among other things (iA) that if Certificated certificated Securities are to be deliveredhave been issued, the certificate numbers of (or, if the Securities that are not certificated, the Holder shall deliver to be purchased; notice must comply with the Depositary’s procedures), (iiB) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and multiples, and (iiiC) that such the Securities are being tendered for and shall to be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms applicable provisions of the Securities and conditions specified in this the Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 12.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0112.01, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in under Section 3.01(a) 3.01 upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change, overnight couriera Holder or beneficial owner of a Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, by the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed Form of Fundamental Change Purchase Notice on the exercise reverse side of any Note that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Notes (or portions thereof) being delivered for purchase are Global Notes. The Fundamental Change Purchase Notice must state: (i) if the Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Notes; (ii) the portion of the principal amount of the Securities that the Holder shall deliver Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery ARTICLE 3 and in the Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be receives a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or validly endorsed and delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant together with any Notes to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw which such Fundamental Change Purchase Notice at any time prior pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all material aspects, the Holder submitting the Notes shall not be entitled to the Close of Business on receive the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereofPrice for such Notes.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee, on or before the Close close of business on the third Business on Day immediately preceding the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Notice must state: Offer in the form set forth in the Fundamental Change Purchase Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (iii) if Certificated Securities are to be delivered, the certificate numbers of the such Securities that the Holder shall deliver wishes to be purchased; (ii) tender for purchase by the portion of Company pursuant to the principal amount of the Securities that the Holder shall deliver Fundamental Change Purchase Offer, duly endorsed for transfer to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to back of the terms and conditions specified in this IndentureSecurities. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 12.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0112.1, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $1,000 [1,000] or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Purchase Date, such payment may be made as promptly after such Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d12.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)12.3. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee, on or before the Close close of business on the third Business on Day immediately preceding the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Notice must Offer in the form set forth in the Fundamental Change Purchase Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state: , among other things (ia) that if Certificated certificated Securities are to be deliveredhave been issued, the certificate numbers of (or, if the Securities that are not certificated, the Holder shall deliver to be purchased; notice must comply with the Depositary’s procedures); (iib) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $US$1,000 or an integral multiple thereofmultiples; and and (iiic) that such the Securities are being tendered for and shall to be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms applicable provisions of the Securities and conditions specified in this the Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 12.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0112.1, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $US$1,000 or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two (2) Business Days prior to the Purchase Date, such payment may be made as promptly after such Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d12.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)12.2. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its right specified in repurchase rights under Section 3.01(a3.02, a Holder must deliver to the Paying Agent, by the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, (i)(A) upon delivery of if the Notes that such Holder is tendering for purchase are Global Notes, a duly completed written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise “Form of Fundamental Change Purchase Notice” on the reverse side of the Notes, or (B) if the Notes that such rights Holder is tendering for purchase are Certificated Notes, the duly completed “Form of Fundamental Change Purchase Notice” on the reverse side of the Notes that such Holder is tendering for purchase (in either case (A) or case (B), such notice, a “Fundamental Change Purchase Notice”) to and (ii) the Notes that such Fundamental Change Purchase Notice must be received by the Paying Agent no later than the Close of Business Holder is tendering for purchase on the such Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (iiA) the portion of the principal amount of the Securities Notes that the Holder shall will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and; (iiiB) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture; and (C) if Certificated Notes have been issued, the certificate numbers of the Notes that the Holder will deliver to be purchased. The book-entry transfer or delivery of such Security If the Notes to be purchased are Global Notes, the Holder must deliver the Notes to be repurchased in accordance with the Applicable Procedures. (b) Unless and until the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be receives a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or validly endorsed and delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant together with any Notes to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw which such Fundamental Change Purchase Notice at any time prior pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all material aspects, the Holder submitting the Notes shall not be entitled to the Close of Business on receive the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereofPrice for such Notes.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase NoticeFUNDAMENTAL CHANGE PURCHASE NOTICE”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of second Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in the entire principal amounts amount of $1,000 or an integral multiple thereofSecurities held by such Holder; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of second Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b5.2(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee, on or before the Close close of Business business on the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Notice must state: Offer in the form set forth in the Fundamental Change Purchase Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (iii) if Certificated certificated, such Securities are that the Holder wishes to be deliveredtender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state, among other things (a) that if certificated Securities have been issued, the certificate numbers of (or, if the Securities that are not certificated, the Holder shall deliver to be purchased; notice must comply with the Depositary's procedures); (iib) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereofmultiples; and and (iiic) that such the Securities are being tendered for and shall to be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms applicable provisions of the Securities and conditions specified in this the Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 10.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0110.01, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 10.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two (2) Business Days prior to the Purchase Date, such payment may be made as promptly after such Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d10.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)10.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a3.09(a)(i) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such properly completed Fundamental Change Purchase Notice must be received by to the Paying Agent no later than at any time from the Close opening of business on the date of the Fundamental Change Company Notice until 5:00 p.m., New York City time, on the Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state, stating: (iA) the certificate number of the Security which the Holder will deliver to be purchased or the appropriate Depositary procedures if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchasedhave not been issued; (iiB) the portion of the principal amount Principal Amount at Maturity of the Securities that Security which the Holder shall will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereofof $1,000 Principal Amount at Maturity; and (iiiC) that such Securities are being tendered for and Security shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.01 3.09(a) only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.013.09(a), a portion of a Security if Security, so long as the principal amount Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,0001,000 Principal Amount at Maturity. Provisions of this Section 3.01 Indenture that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.09(a)(iii) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b3.09(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “"Fundamental Change Purchase Notice”") to and such Fundamental Change Purchase Notice must be received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b5.3(b). The A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in Section 3.01(a) upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change under Section 3.01, overnight couriera Holder or beneficial owner of a Note, hand delivery, facsimile transmission or in any other written form and, in as the case of Global Securitiesmay be, may must (i) deliver, on or before the Business Day immediately preceding the Fundamental Change Purchase Date, the Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed “Form of Fundamental Change Purchase Notice” on the reverse side of the exercise of Notes that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Notes (or portions thereof) being delivered for purchase are Global Notes. The Fundamental Change Purchase Notice must state: (i) if the Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Notes; (ii) the portion of the principal amount of the Securities that the Holder shall deliver Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery Article III and the Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (receives a validly endorsed and delivered Fundamental Change Purchase Notice, together with any Notes to which such Fundamental Change Purchase Notice pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by material aspects, the Holder of submitting the Notes shall not be entitled to receive the Fundamental Change Purchase Price for such Notes. Global Notes must be tendered for purchase in accordance with Applicable Procedures to be entitled to receive the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be actually received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The A Paying Agent shall promptly notify the Company once each Business Day of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in under Section 3.01(a) 3.01 upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change, overnight couriera Holder or beneficial owner of a Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, by the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed Form of Fundamental Change Purchase Notice on the exercise reverse side of any Note that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Notes (or portions thereof) being delivered for purchase are Global Notes. The Fundamental Change Purchase Notice must state: (i) if the Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Notes; (ii) the portion of the principal amount of the Securities that the Holder shall deliver Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery ARTICLE 3 and in the Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (receives a validly endorsed and delivered Fundamental Change Purchase Notice, together with any Notes to which such Fundamental Change Purchase Notice pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by material aspects, the Holder of submitting the Notes shall not be entitled to receive the Fundamental Change Purchase Price; provided, however, that Price for such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, Notes. (c) After delivering a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have to the right to Paying Agent, a Holder may withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivering to the Paying Agent a written notice of withdrawal at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written Date. Such notice of withdrawal to shall state: 000-0000-0000/7/AMERICAS (i) the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it principal amount of any Notes with respect to which the Fundamental Change Purchase Notices Notice is to be withdrawn, which must equal $1,000 or written notices an integral multiple thereof; (ii) if the Notes to be withdrawn are Certificated Notes, the certificate numbers of withdrawal the Notes to be withdrawn; and (iii) the principal amount, if any, which must equal $1,000 or an integral multiple thereof, that remains subject to the original Fundamental Change Purchase Notice. In the case of a Global Note, the beneficial owner of an interest therein who has surrendered such interest for repurchase pursuant to this ARTICLE 3 must comply with Applicable Procedures to withdraw such repurchase request.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.08(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be actually received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.08 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.08, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 5.08 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.08(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b5.09(b). The A Paying Agent shall promptly notify the Company once each Business Day of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee and the Close of Business on Co-Trustee, at least two Trading Days prior to the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice must or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state: , among other things (iA) that if Certificated certificated Securities are to be deliveredhave been issued, the certificate numbers of (or, if the Securities that are not certificated, the Holder shall deliver to be purchased; notice must comply with the Depositary's procedures), (iiB) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and multiples, and (iiiC) that such the Securities are being tendered for and shall to be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms applicable provisions of the Securities and conditions specified in this the Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 12.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0112.01, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Trading Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Registered Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this First Supplemental Indenture. The book-entry transfer or delivery of such Security to the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee and the Close of Co-Trustee, at least two Business on Days prior to the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice must or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state: , among other things (iA) that if Certificated certificated Securities are to be deliveredhave been issued, the certificate numbers of (or, if the Securities that are not certificated, the Holder shall deliver to be purchased; notice must comply with the Depositary's procedures), (iiB) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and multiples, and (iiiC) that such the Securities are being tendered for and shall to be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms applicable provisions of the Securities and conditions specified in this the Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 12.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0112.01, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in under Section 3.01(a) 3.01 hereof upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change, overnight couriera Holder or beneficial owner of a Series 2024A Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, by the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Series 2024A Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed Form of Fundamental Change Purchase Notice on the exercise reverse side of any Series 2024A Note that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Series 2024A Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Series 2024A Notes (or portions thereof) being delivered for purchase are Global Securities. The Fundamental Change Purchase Notice must state: (i1) if the Series 2024A Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Series 2024A Notes; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver Series 2024A Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and Series 2024A Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery Article 3 and in the Series 2024A Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be receives a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or validly endorsed and delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant together with any Series 2024A Notes to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw which such Fundamental Change Purchase Notice at any time prior pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all material aspects, the Holder submitting the Series 2024A Notes shall not be entitled to the Close of Business on receive the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereofPrice for such Series 2024A Notes.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.08(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be actually received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.08 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.08, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 5.08 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.08(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b5.09(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee, on or before the Close close of business on the third Business on Day immediately preceding the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Notice must Offer in the form set forth in the Fundamental Change Purchase Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state: , among other things (ia) that if Certificated certificated Securities are to be deliveredhave been issued, the certificate numbers of (or, if the Securities that are not certificated, the Holder shall deliver to be purchased; notice must comply with the Depositary’s procedures); (iib) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $US$1,000 or an integral multiple thereofmultiples; and and (iiic) that such the Securities are being tendered for and shall to be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms applicable provisions of the Securities and conditions specified in this the Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 15.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0115.01, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 15.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two (2) Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d15.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Business Day prior to the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)15.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery To: Mylan Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a written notice from Mylan Inc. (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in “Company”) as to the case occurrence of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) with respect to the Company and such Fundamental Change Purchase Notice must be received by requests and instructs the Paying Agent no later than Company to purchase the Close of Business on the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the entire principal amount of this Security, or the Securities that the Holder shall deliver to be purchased, portion thereof (which portion must be in principal amounts of is $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to below designated, in accordance with the terms and conditions specified of the Indenture referred to in this Indenture. The book-entry transfer or delivery of such Security to the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall . Date: _____________________ Signature(s) Signature(s) must be paid guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to this Section 3.01 only if Rule 17Ad-15 under the Security so transferred by book-entry or delivered Securities Exchange Act of 1934. Signature Guaranty Principal amount to the Paying Agent shall conform be repurchased (in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions , if less than all): ___________________________ NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Section 3.01 that apply to the purchase of all Security in every particular, without any alteration or change whatsoever. The following exchanges, purchases or conversions of a part of this Global Security also apply have been made: Subject to and in accordance with the purchase terms of Article 11 of the Indenture, each of the undersigned (collectively, the “Guarantors”) has unconditionally guaranteed, jointly and severally (such a portion guarantee by each Guarantor being referred to herein as the “Guarantee”), (i) the due and punctual payment of such Security. Notwithstanding anything herein to the contraryprincipal of and interest on, any Holder delivering to the Paying Agent the and Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have Price or Conversion Reference Value on, the right to withdraw such Fundamental Change Purchase Notice Securities when they become due, whether at any time prior to the Close of Business on the Final Maturity Date, a Fundamental Change Purchase Date or upon cash conversion, by delivery acceleration or otherwise, the due and punctual payment of a written notice of withdrawal interest on the overdue principal and interest, if any, on the Securities, to the Paying Agent extent lawful, and the due and punctual performance and observance of all other obligations of the Company to the Holders or the Trustee all in accordance with Section 3.02(b)the terms set forth in Article 11 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future shareholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each Holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each Holder of a Security by accepting such Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Paying Agent Guarantee shall promptly notify not be valid or obligatory for any purpose until the Company certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. Capitalized terms used but not defined herein have the meanings given to them in the Indenture. In the case of any conflict between the provisions of this Notation of Guarantee and the Indenture, the provisions of the receipt by it Indenture shall control. This Notation of any Fundamental Change Purchase Notices or written notices Guarantee shall be governed by, and construed in accordance with, the laws of withdrawal thereofthe State of New York. BERTEK INTERNATIONAL, INC. By: Name: Title: XXX, INC. By: Name: Title: XXX, X.X. By: Name: Title: XXX LIMITED PARTNER, INC. By: Name: Title: EMD, INC. By: Name: Title: MLRE LLC By: Name: Title: MP AIR, INC. By: Name: Title: MYLAN BERTEK PHARMACEUTICALS INC. By: Name: Title: MYLAN CARIBE, INC. By: Name: Title: MYLAN DELAWARE INC. By: Name: Title: MYLAN INC. (A DELAWARE SUBSIDIARY OF THE COMPANY) By: Name: Title: MYLAN LHC INC. By: Name: Title: MYLAN PHARMACEUTICALS INC. By: Name: Title: MYLAN TECHNOLOGIES, INC. By: Name: Title: UDL LABORATORIES, INC. By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20___, among (the “Guaranteeing Subsidiary”), a corporation, the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to herein (the “Trustee”).

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially To accept the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) Offer, a Holder of Securities must deliver to and the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice must be received by and the Paying Agent no later than Trustee, on or before the Close close of business on the third Business on Day immediately preceding the Fundamental Change Purchase Date. The , (i) written notice of acceptance of the Fundamental Change Purchase Notice must state: Offer in the form set forth in the Fundamental Change Purchase Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (iii) if Certificated Securities are to be delivered, the certificate numbers of the such Securities that the Holder shall deliver wishes to be purchased; (ii) tender for purchase by the portion of Company pursuant to the principal amount of the Securities that the Holder shall deliver Fundamental Change Purchase Offer, duly endorsed for transfer to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to back of the terms and conditions specified in this IndentureSecurities. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the office offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price purchase price shall be so paid pursuant to this Section 3.01 12.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.0112.1, a portion of a Security if Security, so long as the principal amount Principal Amount of such portion is $1,000 [1,000] or an integral multiple of $1,000thereof. Provisions of this Section 3.01 Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two (2) Business Days prior to the Purchase Date, such payment may be made as promptly after such Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d12.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of Business business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)12.3. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right rights specified in Section 3.01(a3.1(a) of this Third Supplemental Indenture upon satisfaction of all of the following: (i) delivery to the Paying Agent of a written duly completed notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received in the form set forth on the reverse of the 2015 Note by the Paying Agent no later than close of business on the Close of Business on Day prior to the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state, stating: (iA) if Certificated Securities are to be deliveredcertificated 2015 Notes have been issued, the certificate numbers number of the Securities that 2015 Note to be delivered by the Holder shall deliver to be purchasedfor purchase; (iiB) the portion of the principal amount of the Securities that 2015 Note which the Holder shall deliver to be purchasedfor purchase, which portion must shall be in principal amounts of $1,000 or an integral multiple thereof; and (iiiC) that such Securities are being tendered for and 2015 Note shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in the 2015 Notes and in this Third Supplemental Indenture. The ; provided, that if a Person holds a beneficial interest in a Global Security, the Fundamental Change Purchase Notice shall comply with the Applicable Procedures. (ii) the delivery or book-entry transfer or delivery of such Security 2015 Note to the Paying Agent prior to, on or after the Fundamental Change Purchase Date (together with all necessary endorsements) at the office offices of the Paying Agent shall be Agent, such delivery being a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.01 3.1 only if the Security 2015 Note so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from , as determined by the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such SecurityCompany. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of business on the Business on Day prior to the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)3.2 of this Third Supplemental Indenture. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices of withdrawal thereof. The Company shall not be required to comply with this Section 3.1 to repurchase the 2015 Notes in connection with a Fundamental Change if a third party makes the offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Article III applicable to an offer to repurchase 2015 Notes in connection with a Fundamental Change and purchases all 2015 Notes validly tendered and not withdrawn under such offer.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a3.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto A-1 or Exhibit A-2 hereto, as applicable, and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be actually received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 5 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 3.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.013.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article III that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b3.2(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b5.3(b). The A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”"FUNDAMENTAL CHANGE PURCHASE NOTICE") to and such Fundamental Change Purchase Notice must be received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)5.2. The A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in under Section 3.01(a) 3.01 hereof upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change, overnight couriera Holder or beneficial owner of a Series 2023A Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, by the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Series 2023A Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed Form of Fundamental Change Purchase Notice on the exercise reverse side of any Series 2023A Note that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Series 2023A Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Series 2023A Notes (or portions thereof) being delivered for purchase are Global Securities. The Fundamental Change Purchase Notice must state: (i1) if the Series 2023A Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Series 2023A Notes; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver Series 2023A Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and Series 2023A Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery Article 3 and in the Series 2023A Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (receives a validly endorsed and delivered Fundamental Change Purchase Notice, together with any Series 2023A Notes to which such Fundamental Change Purchase Notice pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by material aspects, the Holder of submitting the Series 2023A Notes shall not be entitled to receive the Fundamental Change Purchase Price; provided, however, that Price for such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, Series 2023A Notes. (c) After delivering a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have to the right to Paying Agent, a Holder may withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivering to the Paying Agent a written notice of withdrawal at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written Date. Such notice of withdrawal to shall state: (1) the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it principal amount of any Series 2023A Notes with respect to which the Fundamental Change Purchase Notices Notice is to be withdrawn, which must equal $1,000 or written notices an integral multiple thereof; (2) if the Series 2023A Notes to be withdrawn are Certificated Notes, the certificate numbers of withdrawal the Series 2023A Notes to be withdrawn; and (3) the principal amount, if any, which must equal $1,000 or an integral multiple thereof, that remains subject to the original Fundamental Change Purchase Notice. In the case of a Global Security, the beneficial owner of an interest therein who has surrendered such interest for repurchase pursuant to this Article 3 must comply with Applicable Procedures to withdraw such repurchase request.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase NoticeFUNDAMENTAL CHANGE PURCHASE NOTICE”) to and such Fundamental Change Purchase Notice must be received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b5.2(b). The A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “"Fundamental Change Purchase Notice”") to and such Fundamental Change Purchase Notice must be received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b5.3(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its right specified in repurchase rights under Section 3.01(a3.02, a Holder must deliver to the Paying Agent, by the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, (i)(A) upon delivery of if the Notes that such Holder is tendering for purchase are Global Notes, a duly completed written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise “Form of Fundamental Change Purchase Notice” on the reverse side of the Notes, or (B) if the Notes that such rights Holder is tendering for purchase are Certificated Notes, the duly completed “Form of Fundamental Change Purchase Notice” on the reverse side of the Notes that such Holder is tendering for purchase (in either case (A) or case (B), such notice, a “Fundamental Change Purchase Notice”) to and (ii) the Notes that such Fundamental Change Purchase Notice must be received by the Paying Agent no later than the Close of Business Holder is tendering for purchase on the such Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (iiA) the portion of the principal amount of the Securities Notes that the Holder shall will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and; (iiiB) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture; and (C) if Certificated Notes have been issued, the certificate numbers of the Notes that the Holder will deliver to be purchased. The book-entry transfer or delivery of such Security If the Notes to be purchased are Global Notes, the Holder must deliver the Notes to be repurchased in accordance with the Applicable Procedures. (b) Unless and until the Paying Agent (receives a validly endorsed and delivered Fundamental Change Purchase Notice, together with any Notes to which such Fundamental Change Purchase Notice pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by material aspects, the Holder of submitting the Notes shall not be entitled to receive the Fundamental Change Purchase Price; provided, however, that Price for such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, Notes. (c) After delivering a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have to the right to Paying Agent, a Holder may withdraw such Fundamental Change Purchase Notice by delivering to the Trustee a written notice of withdrawal at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written Date. Such notice of withdrawal must specify: (i) the principal amount of any Notes with respect to which the notice of withdrawal pertains, which must equal $1,000 or an integral multiple thereof; (ii) if Certificated Notes have been issued, the certificate numbers of the Notes to be withdrawn; and (iii) the principal amount, if any, that remains subject to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any original Fundamental Change Purchase Notices Notice, which amount must equal $1,000 or written notices an integral multiple thereof. If the Notes to be withdrawn are Global Notes, a Holder must deliver its notice of withdrawal thereofin compliance with the Applicable Procedures.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in Section 3.01(a) upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change under Section 3.01, overnight couriera Holder or beneficial owner of a Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, by the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed “Form of Fundamental Change Purchase Notice” on the reverse side of the exercise of Notes that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Notes (or portions thereof) being delivered for purchase are Global Notes. The Fundamental Change Purchase Notice must state: (i) if the Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Notes; (ii) the portion of the principal amount of the Securities that the Holder shall deliver Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery Article 3 and the Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be receives a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or validly endorsed and delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant together with any Notes to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw which such Fundamental Change Purchase Notice at any time prior pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all material aspects, the Holder submitting the Notes shall not be entitled to the Close of Business on receive the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereofPrice for such Notes.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in Section 3.01(a) upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change under Section 3.01, overnight couriera Holder or beneficial owner of a Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, at any time prior to the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed “Form of Fundamental Change Purchase Notice” on the reverse side of the exercise of Notes that such rights Holder is surrendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the procedures of Business on the Fundamental Change Purchase DateDepositary for surrendering interests in global notes if the Notes (or portions thereof) being delivered for purchase are Global Notes. The Fundamental Change Purchase Notice must state: (iA) if the Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Notes; (iiB) the portion of the principal amount of the Securities that the Holder shall deliver Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple in excess thereof; and (iiiC) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery Article 3 and the Notes; provided that the beneficial owner of an interest in a Global Note must comply with Applicable Procedures to cause the corresponding portion of such Security Global Note to be purchased pursuant to this Article 3. (b) Unless and until (i) in respect of Certificated Notes, the Paying Agent (receives a validly endorsed and delivered Fundamental Change Purchase Notice, together with any Notes to which such Fundamental Change Purchase Notice pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all necessary endorsementsmaterial aspects, or (ii) at in respect of Global Notes, the office Holder complies with the procedures of the Paying Agent shall be a condition to the receipt by Depositary for surrendering interests in global notes, in either case, the Holder or beneficial owner of a Note, as the case may be, shall not be entitled to receive the Fundamental Change Purchase Price; provided, however, that Price for such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, Note. (c) After delivering a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have to the right to Paying Agent, a Holder may withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivering to the Paying Agent a written notice of withdrawal at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written Date. Such notice of withdrawal shall state: (i) the principal amount of any Notes with respect to which the Fundamental Change Purchase Notice is to be withdrawn, which must be $1,000 or an integral multiple thereof; (ii) if the Notes to be withdrawn are Certificated Notes, the certificate numbers of the Notes to be withdrawn; and (iii) the principal amount, if any, which amount must be $1,000 or an integral multiple in excess thereof, that remains subject to the Paying Agent in accordance original Fundamental Change Purchase Notice; provided that, with Section 3.02(b). The Paying Agent shall promptly notify respect to a Global Note, the Company beneficial owner of the receipt by it of an interest therein must comply with Applicable Procedures to cause any Fundamental Change Purchase Notices Notice with respect to such Global Note (or written notices of withdrawal portion thereof) to be withdrawn (in whole or in part, as the case may be) pursuant to this Article 3.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a4.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) ), to a Paying Agent, and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than Agent, at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 5 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 4.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.014.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article 4 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d4.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b4.2(b). The A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may (a) To exercise its purchase right specified in under Section 3.01(a) 3.01 upon delivery the occurrence of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letterFundamental Change, overnight couriera Holder or beneficial owner of a Note, hand delivery, facsimile transmission or in any other written form and, in as the case may be, must (i) deliver, by the Close of Global SecuritiesBusiness on the Business Day immediately preceding the Fundamental Change Purchase Date, may the Notes to be delivered electronically or by other means in accordance purchased, duly endorsed for transfer, together with the Applicable Procedures) duly completed Form of Fundamental Change Purchase Notice on the exercise reverse side of any Note that such rights Holder is tendering for purchase (such notice, a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than if the Close of Business on Notes that such Holder is delivering for purchase are Certificated Notes, or (ii) comply with the Fundamental Change Purchase DateApplicable Procedures if the Notes (or portions thereof) being delivered for purchase are Global Notes. The Fundamental Change Purchase Notice must state: (i) if the Notes being delivered for purchase are Certificated Securities are to be deliveredNotes, the certificate numbers of the Securities that the Holder shall deliver to be purchasedsuch Notes; (ii) the portion of the principal amount of the Securities that the Holder shall deliver Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and Notes shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery ARTICLE 3 and in the Notes. (b) In the case of such Security to Certificated Notes, unless and until the Paying Agent (receives a validly endorsed and delivered Fundamental Change Purchase Notice, together with any Notes to which such Fundamental Change Purchase Notice pertains, in a form that conforms with the description contained in such Fundamental Change Purchase Notice in all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by material aspects, the Holder of submitting the Notes shall not be entitled to receive the Fundamental Change Purchase Price; provided, however, that Price for such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, Notes. (c) After delivering a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have to the right to Paying Agent, a Holder may withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivering to the Paying Agent a written notice of withdrawal at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written Date. Such notice of withdrawal to shall state: (i) the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it principal amount of any Notes with respect to which the Fundamental Change Purchase Notices Notice is to be withdrawn, which must equal $1,000 or written notices an integral multiple thereof; (ii) if the Notes to be withdrawn are Certificated Notes, the certificate numbers of withdrawal the Notes to be withdrawn; and (iii) the principal amount, if any, which must equal $1,000 or an integral multiple thereof, that remains subject to the original Fundamental Change Purchase Notice. In the case of a Global Note, the beneficial owner of an interest therein who has surrendered such interest for repurchase pursuant to this ARTICLE 3 must comply with Applicable Procedures to withdraw such repurchase request.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a3.03(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be actually received by the a Paying Agent no later than by the Close of Business, on the Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 3.03 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.013.03, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 3.03 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.03(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b3.04(b). The A Paying Agent shall promptly notify the Company once each Business Day of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right rights specified in Section 3.01(a3.1(a) of this Supplemental Indenture upon satisfaction of all of the following: (1) delivery to the Paying Agent of a written duly completed notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received in the form set forth on the reverse of the Applicable Security by the Paying Agent no later than close of business on the Close of Business on Day prior to the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state, stating: (iA) if Certificated certificated Applicable Securities are to be deliveredhave been issued, the certificate numbers number of the Securities that Applicable Security to be delivered by the Holder shall deliver to be purchasedfor purchase; (iiB) the portion of the principal amount of the Securities that Applicable Security which the Holder shall deliver to be purchasedfor purchase, which portion must shall be in principal amounts of $1,000 or an integral multiple thereof; and (iiiC) that such Securities are being tendered for and Applicable Security shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in the Applicable Securities and in this Supplemental Indenture. The ; provided, that if a Person holds a beneficial interest in a Global Security, the Fundamental Change Purchase Notice shall comply with the Applicable Procedures. (2) the delivery or book-entry transfer or delivery of such Applicable Security to the Paying Agent prior to, on or after the Fundamental Change Purchase Date (together with all necessary endorsements) at the office offices of the Paying Agent shall be Agent, such delivery being a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.01 3.1 only if the Applicable Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof set forth in the related Fundamental Change Purchase Notice, as determined by the Company. The Any purchase by the Company shall purchase from the Holder thereof, contemplated pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions provisions of this Section 3.01 that apply 3.1 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Applicable Security to the purchase of all of a Security also apply to the purchase of such a portion of such SecurityPaying Agent in accordance with this Section 3.1. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close close of business on the Business on Day prior to the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)3.2 of this Supplemental Indenture. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices of withdrawal thereof. The Company shall not be required to comply with this Section 3.1 to repurchase the Applicable Securities in connection with a Fundamental Change if a third party makes the offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Article III applicable to an offer to repurchase Applicable Securities in connection with a Fundamental Change and purchases all Applicable Securities validly tendered and not withdrawn under such offer.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the Paying Agent no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase DateDate or the Convertible Offering Fundamental Change Purchase Date (as applicable). The Fundamental Change Purchase Notice must state: (i) if Certificated Registered Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (ii) the portion of the principal amount of the Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date or the Convertible Offering Fundamental Change Purchase Date (as applicable) pursuant to the terms and conditions specified in this Second Supplemental Indenture. The book-entry transfer or delivery of such Security to the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase PricePrice or the Convertible Offering Fundamental Change Purchase Price (as applicable); provided, however, that such Fundamental Change Purchase Price or the Convertible Offering Fundamental Change Purchase Price (as applicable) shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d3.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date or the Convertible Offering Fundamental Change Purchase Date (as applicable) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices or written notices of withdrawal thereof.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in In connection with any purchase of Securities pursuant to Section 3.01(a6.01, the Fundamental Change Company Notice shall: (i) upon delivery of a written notice (which shall be in substantially state the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to Price and such the Fundamental Change Purchase Date to which the Fundamental Change Company Notice relates; (ii) state the event constituting the Fundamental Change and the effective date of the Fundamental Change; (iii) state that the Fundamental Change Purchase Price will be paid in cash; (iv) state that Holders must be received by exercise their right to elect purchase prior to 5:00 p.m. New York City time on the Paying Agent no later than the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i) if Certificated Securities are to be delivered, the certificate numbers of the Securities that the Holder shall deliver to be purchased; (iiv) state the portion name and address of the principal amount of the Paying Agent; (vi) state that Securities that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii) that such Securities are being tendered for and shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in this Indenture. The book-entry transfer or delivery of such Security surrendered to the Paying Agent (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of collect the Fundamental Change Purchase Price; provided; (vii) if applicable, however, that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 only if the Security so transferred by book-entry or delivered Applicable Conversion Rate and any adjustments to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Applicable Conversion Rate; (viii) state that a Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the may withdraw its Fundamental Change Purchase Notice contemplated by this Section 3.01(d) shall have the right to withdraw such Fundamental Change Purchase Notice in whole or in part at any time prior to the Close of Business time on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of delivering a valid written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b). The Paying Agent shall promptly notify 6.03; (ix) state that the Company Securities are then convertible, the then Applicable Conversion Rate resulting form the Fundamental Change transaction and expected changes in cash, shares or other property deliverable upon conversion of the receipt by it Securities as a result of any the occurrence of the Fundamental Change; (x) state that Securities as to which a Fundamental Change Purchase Notices Notice has been given may be converted only if the Fundamental Change Purchase Notice is withdrawn in accordance with the terms of this Indenture; (xi) state the amount of interest accrued and unpaid per $1,000 principal amount of Securities to, but excluding, the Fundamental Change Purchase Date; and (xii) state the CUSIP number of the Securities. A Fundamental Change Company Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided, that the text of the Fundamental Change Company Notice shall be prepared by the Company. The Company will, to the extent required, (i) comply with the provisions of Rule 13e-4 and Rule 14e-1 (or written any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under Section 6.01 to be exercised in the time and in the manner specified in Section 6.01. Notwithstanding the foregoing, the Company will not be required to make an offer to purchase the Securities after the Maturity Date. No failure of the Company to give the foregoing notices and no defect therein shall limit any Holder’s purchase rights or affect the validity of withdrawal thereofthe proceedings for the purchase of the Securities pursuant to this Section 6.01.

Fundamental Change Purchase Notice. A Holder may exercise its right specified in Section 3.01(a5.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable ProceduresDepositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Purchase Notice”) to and such Fundamental Change Purchase Notice must be received by the a Paying Agent no later than at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice must state: (i1) if Certificated Securities are to be delivered, the certificate numbers number of the Securities Security that the Holder shall deliver to be purchased; (ii2) the portion of the principal amount of the Securities Security that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (iii3) that such Securities are being tendered for and Security shall be purchased by the Company on the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the any Paying Agent (together with all necessary endorsements) at the office of the such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price; provided, however, provided that such Fundamental Change Purchase Price shall be paid pursuant to this Section 3.01 5.1 only if the Security so transferred by book-entry or delivered to the Paying Agent shall conform in all material respects to the description thereof in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Section 3.01 Article 5 that apply to the purchase of all of a Security also apply to the purchase of such a portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01(d5.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to 5:00 p.m., New York City time, on the Close of Business on Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02(b)5.2. The A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notices Notice or written notices notice of withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.