Common use of Fundamental Change Put Clause in Contracts

Fundamental Change Put. (a) In the event that a Fundamental Change shall occur, each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 1401 hereof, to require the Company to repurchase, and upon the exercise of such right, the Company shall repurchase, all of such Holder’s Securities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to Section 1401, on the date (the “Fundamental Change Repurchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided, however, that installments of interest (including Additional Interest and Additional Amounts) on Securities whose Maturity is prior to or on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders at their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the form of a Fundamental Change Repurchase Notice to be completed by the Holder and shall state: (1) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2) the date by which the Fundamental Change Repurchase Notice pursuant to this Section 1401 must be given; (3) the Fundamental Change Repurchase Date; (4) the Fundamental Change Repurchase Price; (5) the name and address of each Paying Agent and Conversion Agent; (6) the Conversion Rate and any adjustments thereto; (7) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11) the procedures for withdrawing a Fundamental Change Repurchase Notice, including a form of notice of withdrawal; (12) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, interest (including Additional Interest and Additional Amounts), if any, on Securities surrendered for purchase will cease to accrue on and after the Fundamental Change Repurchase Date; and (13) the CUSIP number of the Securities. At the Company’s request, the Trustee or the Paying Agent shall give such notice in the Company’s name and at the Company’s expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”) to any Paying Agent at any time on or before the 30th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Purchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) Interest, if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “Fundamental Change Repurchase Purchase Price”); provided. In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, however, that installments of the Company shall be required to pay accrued and unpaid interest (including Additional Interest and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the holder of the repurchased Note and not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day No later than 20 calendar days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6) the Conversion Rate and any adjustments thereto; (7) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10vi) briefly, the conversion rights of the SecuritiesNotes, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the SecuritiesNotes; (11vii) the Conversion Rate and any adjustments thereto; (viii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ix) that the Notes must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(viii); (xi) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights; (xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Interest and Additional Amounts)Interest, if any, on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xiv) the CUSIP number number(s) of the SecuritiesNotes. At the Company’s request, the Trustee or the Paying Agent shall give such the notice of purchase right in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such the notice of purchase right shall be prepared by the Company. If any of the Securities Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase purchase of Global Securities. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will publish shall make a notice Public Notice containing this all information specified in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that timewritten notice. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities Notes entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Purchase Notice”) to any the Paying Agent at any time on or before the 30th 20th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if certificated Securities, the certificate serial number or numbers of the Security Note or Securities Notes which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (iiiii) the portion of the principal amount of the Security Note which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 Note also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402Note. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase Purchase Notice may be delivered or withdrawn and such Securities Notes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time. (d) Notwithstanding the foregoing provisions of this Section 5.1, the Company shall not be required to issue a Fundamental Change Purchase Notice upon a Fundamental Change (i) if a third party issues a Fundamental Change Purchase Notice in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.1(b) applicable to a Fundamental Change Purchase Notice made by the Company and otherwise complies with the provisions of this Article V as if it were the Company and purchases, and pays for, all Notes validly tendered and not withdrawn pursuant to such Fundamental Change Purchase Notice and (ii) provided that if such third party fails to comply with any of the provisions of this Article V, the Company shall as promptly as reasonably practicable deliver the Fundamental Change Purchase Notice in accordance with, and otherwise comply with, all provisions of this Article V.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s Securities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Purchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Contingent Interest and Additional Amounts) Interest, if any, ) to, but excluding, the Fundamental Change Repurchase Purchase Date (the “Fundamental Change Repurchase Purchase Price”); provided. In the event that a Fundamental Change Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, however, that installments of the Company shall be required to pay accrued and unpaid interest (including Additional Interest and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the holder of the repurchased Security and not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day No later than 30 days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6) the Conversion Rate and any adjustments thereto; (7) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10vi) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the this Indenture in order to convert the Securities; (11vii) the Conversion Rate and any adjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Change; (viii) that the Securities as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ix) that the Securities must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Security as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix); (xi) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights; (xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Contingent Interest and Additional Amounts)Interest, if any, ) on Securities surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xiv) the CUSIP number number(s) of the Securities. At the Company’s request, the Trustee or the Paying Agent shall give such the notice of purchase right in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such the notice of purchase right shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase purchase of Global Securities. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will shall issue a press release containing all information specified in such written notice through Dow Xxxxx & Company, Inc., Business Wire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) and publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the such information on its corporate website or through such other another public medium as the Company it may use at that time. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which which, in the case of Certificated Securities, shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Purchase Notice”) to any the Paying Agent at any time on or before the 30th 20th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) if certificated SecuritiesCertificated Securities have been issued, the certificate number or numbers of the Security or Securities which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (ii) the portion of the principal amount of the Security which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased by the Company pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase for cash, all of such Holder’s Securities's Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 35 20 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Contingent Interest and Additional Amounts) Interest, if any, ) to, but excluding, the Fundamental Change Repurchase Purchase Date (the “"FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Repurchase Price”); providedPurchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, howeverthe Company shall be required to pay accrued and unpaid interest, that installments of interest (including Additional Contingent Interest and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the holder of the repurchased Note and not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th 30th day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes; (vii) the Conversion Rate and any adjustments theretoadjustment to the Conversion Rate, temporary or permanent, that will result from the Fundamental Change; (7viii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR XII of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) ix) that the Notes must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix); (xi) the procedures that the Holder must follow to exercise rights under this Section 1401 5.1 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Contingent Interest and Additional Amounts)Interest, if any, ) on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xiv) the CUSIP number number(s) of the SecuritiesNotes. At the Company’s 's request, the Trustee or the Paying Agent shall give such the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such the notice of purchase right shall be prepared by the Company. If any of the Securities Notes is in the form of a Global SecurityNote, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global SecuritiesApplicable Procedures. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will publish shall issue a notice Public Notice containing this all information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that timewritten notice. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which which, in the case of Certificated Notes, shall be in substantially the form included on the reverse side of the Securities Notes entitled “"Option of Holder to Elect Purchase” 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 SecuritiesNotes, may be delivered electronically or by other means in accordance with the Depositary’s 's customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase "FUNDAMENTAL CHANGE PURCHASE Notice”") to any the Paying Agent at any time on or before the 30th Business Day after the date of the Company’s notice of the Fundamental Change Purchase Date (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) if certificated SecuritiesCertificated Notes have been issued, the certificate number or numbers of the Security Note or Securities Notes which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (ii) the portion of the principal amount of the Security Note which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security Note shall be purchased by the Company pursuant to the terms and conditions specified in the Securities Notes and this Indenture. Delivery of a Security Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 Note also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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 timeNote.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occur, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s Securities's Securities not theretofore called for redemption or purchased pursuant to Article V, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date (designated by the “Fundamental Change Repurchase Date”) Company that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law) (the "FUNDAMENTAL CHANGE PURCHASE DATE"). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount thereof plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “"FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Repurchase Price”); providedPurchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, however, that installments the Company shall be required to pay accrued and unpaid interest to the holder of interest (including Additional Interest the purchased Security and Additional Amounts) on Securities whose Maturity is prior to or not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day No later than 20 calendar days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) the conversion rights of the Securities, if any, the Conversion Rate and any adjustments thereto; (7) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11vii) that the Securities as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to Article XIII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (viii) that the Securities must be surrendered to the Paying Agent to collect payment; (ix) that the Fundamental Change Purchase Price for any Security as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Security as described in Section 5.1(b)(viii); (x) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights; (xi) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12xii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Interest and Additional Amounts), if any, on Securities surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xiii) the CUSIP number number(s) of the Securities. At the Company’s 's request, the Trustee or the Paying Agent shall give such the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such the notice of purchase right shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase purchase of Global Securities. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will shall publish a notice containing this all information specified in such written notice in a newspaper of general circulation in the City of New York, New York or publish the such information on its website the Company's website, or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “"Option of Holder to Elect Purchase” " 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 Depositary’s 's customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”"FUNDAMENTAL CHANGE PURCHASE NOTICE") to any the Paying Agent at any time on or before the 30th Business Day after the date of the Company’s 's notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (ii) the portion of the principal amount of the Security which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 Section 5.1 through 1406 Section 5.6 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Contingent Interest and Additional Amounts) Interest, if any, ) to, but excluding, the Fundamental Change Repurchase Purchase Date (the “"FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Repurchase Price”); providedPurchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, however, that installments of the Company shall be required to pay accrued and unpaid interest (including Additional Contingent Interest and Additional AmountsInterest, if any) on Securities whose Maturity is prior to or the holder of the repurchased Note and not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day No later than 10 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as to the extent required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in ARTICLE XII in order to convert the Notes; (vii) the Conversion Rate and any adjustments thereto; (7viii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR XII of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) ix) that the Notes must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix); (xi) the procedures that the Holder must follow to exercise rights under this Section 1401 5.1 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Contingent Interest and Additional Amounts)Interest, if any, ) on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xiv) the CUSIP number number(s) of the SecuritiesNotes. At the Company’s 's request, the Trustee or the Paying Agent shall give such the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such the notice of purchase right shall be prepared by the Company. If any of the Securities Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global SecuritiesApplicable Procedures. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will publish shall make a notice Public Notice containing this all information specified in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that timewritten notice. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities Notes entitled “"Option of Holder to Elect Purchase” " 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 Depositary’s 's customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”"FUNDAMENTAL CHANGE PURCHASE NOTICE") to any the Paying Agent at any time on or before the 30th 20th Business Day after the date of the Company’s 's notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if certificated Certificated Securities, the certificate number or numbers of the Security Note or Securities Notes which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (iiiii) the portion of the principal amount of the Security Note which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities Notes and this Indenture. ARTICLE V. Delivery of a Security Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 Note also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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 timeNote.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Maturity Date, each Holder holder shall have the right, at the Holderholder’s option, but subject to the provisions of this Section 1401 hereof14.01, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holderholder’s SecuritiesNotes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder holder pursuant to this Section 140114.01, on the date designated by the Company (the “Fundamental Change Repurchase Purchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b14.01(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) Interest, if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “Fundamental Change Repurchase Purchase Price”); provided. In the event that a Fundamental Change Purchase Date is a date that is after any Record Date and on or before the corresponding Interest Payment Date, however, that installments of the Company shall be required to pay accrued and unpaid interest (including Additional Interest and Additional Amounts) Interest, if any, to the holder of the repurchased Notes at the close of business on Securities whose Maturity is prior to or the corresponding Record Date if different from the holder on the Record Date, in which case the Fundamental Change Repurchase Date Purchase Price shall be payable to 100% of the Holders principal amount of such Securities, registered as such on the relevant Regular Record Daterepurchased Notes. (b) On or before the 20th day No later than ten (10) Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change (a “Fundamental Change Company Notice”) by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing constituting such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a holder to exercise the purchase right pursuant to this Section 1401 must be given14.01; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) the Conversion Rate and any adjustments theretoadjustment thereto that will result from the Fundamental Change; (7vii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR Article 13 of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) the procedures viii) that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights; (9) that Securities Notes must be surrendered to the Paying Agent to collect payments payment; (ix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Repurchase Price Purchase Date and interest, if anythe time of surrender of such Note as described in Section 14.01(b)(ix); (10x) briefly, the conversion procedures the holder must follow to exercise rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securitiesunder this Section 14.01; (11xi) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; ; (12xii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Interest and Additional Amounts)Interest, if any, on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13) the CUSIP number of the Securities. At the Company’s request, the Trustee or the Paying Agent shall give such notice in the Company’s name and at the Company’s expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”) to any Paying Agent at any time on or before the 30th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occur, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 1401 hereof, to require the Company to repurchase, and upon the exercise of such right, the Company shall repurchase, all of such Holder’s Securities's Securities not theretofore called for redemption, or any portion of the principal amount Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to Section 1401, on the date (the “"Fundamental Change Repurchase Date”") that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount Principal Amount at Issuance plus Principal Accretion and any accrued and unpaid cash interest (including Additional Contingent Interest and Additional Amounts) if any, to, but excluding, the Fundamental Change Repurchase Date (the “"Fundamental Change Repurchase Price”"); provided, however, that installments of interest (including Additional Contingent Interest and Additional Amounts) on Securities whose Maturity is prior to or on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders at their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the form of a Fundamental Change Repurchase Notice to be completed by the Holder and shall state: (1) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2) the date by which the Fundamental Change Repurchase Notice pursuant to this Section 1401 must be given; (3) the Fundamental Change Repurchase Date; (4) the Fundamental Change Repurchase Price; (5) the name and address of each Paying Agent and Conversion Agent; (6) the Conversion Rate and any adjustments thereto; (7) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR Article Four of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11) the procedures for withdrawing a Fundamental Change Repurchase Notice, including a form of notice of withdrawal; (12) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, interest (including Additional Contingent Interest and Additional Amounts), if any, and Principal Accretion on Securities surrendered for purchase will cease to accrue on and after the Fundamental Change Repurchase Date; and (13) the CUSIP number of the Securities. At the Company’s 's request, the Trustee or the Paying Agent shall give such notice in the Company’s 's name and at the Company’s 's expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “"Option of Holder to Elect Purchase” " 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 Depositary’s 's customary procedures) of the exercise of such rights (a “"Fundamental Change Repurchase Notice”") to any Paying Agent at any time on or before the 30th Business Day after the date of the Company’s 's notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the principal amount Principal Amount at Issuance of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the principal amount Principal Amount at Issuance of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount Principal Amount at Issuance of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including interest, Additional Interest Amounts and Additional Amounts) Interest, if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “"FUNDAMENTAL CHANGE PURCHASE Price"). In the event that a Fundamental Change Repurchase Price”); providedPurchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, howeverthe Company shall be required to pay accrued and unpaid interest, that installments of interest (including Additional Interest Amounts and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the Holder of the repurchased Note and not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day No later than 20 days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) the Conversion Rate and any adjustments thereto; (7vii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR XII of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) viii) that the Notes must be surrendered to the Paying Agent to collect payment; (ix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(viii); (x) the procedures that the Holder must follow to exercise rights under this Section 1401 5.1 and a brief description of such rights; (9xi) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the SecuritiesNotes, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including interest, Additional Interest Amounts and Additional Amounts)Interest, if any, on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xiv) the CUSIP number number(s) of the SecuritiesNotes. At the Company’s 's request, the Trustee or the Paying Agent shall give such the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such the notice of purchase right shall be prepared by the Company. If any of the Securities Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase purchase of Global Securities. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will publish shall make a notice Public Notice containing this all information specified in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that timewritten notice. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities Notes entitled “"Option of Holder to Elect Purchase” " 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 Depositary’s customary proceduresApplicable Procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”"FUNDAMENTAL CHANGE PURCHASE NOTICE") to any the Paying Agent at any time on or before the 30th 20th Business Day after the date of the Company’s 's notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if certificated Securities, the certificate serial number or numbers of the Security Note or Securities Notes which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (iiiii) the portion of the principal amount of the Security Note which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 Note also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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 timeNote.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s SecuritiesNotes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Purchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) Interest, if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “Fundamental Change Repurchase Purchase Price”); provided. In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, however, that installments of the Company shall be required to pay accrued and unpaid interest (including Additional Interest and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the holder of the repurchased Note on the Fundamental Change Repurchase Regular Record Date shall be payable to if different from the Holders of such Securities, registered as such Holder on the relevant Regular Record Date. (b) On or before the 20th day No later than 20 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing constituting such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) that the Conversion Rate and any adjustments theretoNotes must be surrendered to the Paying Agent to collect payment; (7vii) that Securities the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Repurchase Purchase Notice has been duly given may and not withdrawn shall be converted into Common Stock pursuant to ARTICLE FOUR paid promptly following the later of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn Purchase Date and the time of surrender of such Note as described in accordance with the terms of this IndentureSection 5.1(b)(ix); (8) viii) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights5.1; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11ix) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12x) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Interest and Additional Amounts)Interest, if any, on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xi) the CUSIP number number(s) of the SecuritiesNotes. At the Company’s request, the Trustee or the Paying Agent shall give such notice in the Company’s name and notice of a Fundamental Change at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such notice shall be prepared by the Company. If any of the Securities Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase purchase of Global Securities. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will publish shall make a notice Public Notice containing this all information specified in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that timewritten notice. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities Notes entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary proceduresApplicable Procedures) of the exercise of such rights (a “Fundamental Change Repurchase Purchase Notice”) to any the Paying Agent at any time on or before the 30th 20th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) if certificated Certificated Securities, the certificate serial number or numbers of the Security Note or Securities Notes which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (ii) the portion of the principal amount of the Security Note which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, thereof (or the entire principal amount of the Notes held by such Holder) and (iii) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities Notes and this Indenture. Delivery of a Security Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent (or otherwise complying with the Applicable Procedures in the case of the Global Securities) is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 Note also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402Note. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase Purchase Notice may be delivered or withdrawn and such Securities Notes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time. (d) Notwithstanding the foregoing provisions of this Section 5.1, the Company shall not be required to issue a Fundamental Change Purchase Notice upon a Fundamental Change (i) if a third party issues a Fundamental Change Purchase Notice in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.1(b) applicable to a Fundamental Change Purchase Notice made by the Company and otherwise complies with the provisions of this Article V as if it were the Company and purchases, and pays for, all Notes validly tendered and not withdrawn pursuant to such Fundamental Change Purchase Notice and

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s SecuritiesNotes not theretofore called for redemption, or any portion of the principal amount Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Purchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount Accreted Principal Amount plus any accrued and unpaid interest (including Additional interest, Contingent Interest and Additional Amounts) Interest, if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “Fundamental Change Repurchase Purchase Price”); provided. In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, howeverthe Company shall be required to pay accrued and unpaid interest, that installments of interest (including Additional Contingent Interest and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the holder of the repurchased Note and not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day No later than 20 calendar days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) the Conversion Rate and any adjustments thereto; (7vii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR XII of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) viii) that the Notes must be surrendered to the Paying Agent to collect payment; (ix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(viii); (x) the procedures that the Holder must follow to exercise rights under this Section 1401 5.1 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10xi) briefly, the conversion rights of the SecuritiesNotes, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; ; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional interest, Contingent Interest and Additional Amounts)Interest, if any, on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13) the CUSIP number of the Securities. At the Company’s request, the Trustee or the Paying Agent shall give such notice in the Company’s name and at the Company’s expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”) to any Paying Agent at any time on or before the 30th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occur, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of Section 1401 hereof, to require the Company to repurchase, and upon the exercise of such right, the Company shall repurchase, all of such Holder’s 's Securities, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to Section 1401, on the date (the “"Fundamental Change Repurchase Date”") that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) if any, to, but excluding, the Fundamental Change Repurchase Date (the “"Fundamental Change Repurchase Price”"); provided, however, that installments of interest (including Additional Interest and Additional Amounts) on Securities whose Maturity is prior to or on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th 20/th/ day after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders at their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the form of a Fundamental Change Repurchase Notice to be completed by the Holder and shall state: (1) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2) the date by which the Fundamental Change Repurchase Notice pursuant to this Section 1401 must be given; (3) the Fundamental Change Repurchase Date; (4) the Fundamental Change Repurchase Price; (5) the name and address of each Paying Agent and Conversion Agent; (6) the Conversion Rate and any adjustments thereto; (7) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR of this Indenture only to the extent that the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11) the procedures for withdrawing a Fundamental Change Repurchase Notice, including a form of notice of withdrawal; (12) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, interest (including Additional Interest and Additional Amounts), if any, on Securities surrendered for purchase will cease to accrue on and after the Fundamental Change Repurchase Date; and (13) the CUSIP number of the Securities. At the Company’s 's request, the Trustee or the Paying Agent shall give such notice in the Company’s 's name and at the Company’s 's expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “"Option of Holder to Elect Purchase” " 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 Depositary’s 's customary procedures) of the exercise of such rights (a “"Fundamental Change Repurchase Notice”") to any Paying Agent at any time on or before the 30th 30/th/ Business Day after the date of the Company’s 's notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s SecuritiesNotes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Purchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) Interest, if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “Fundamental Change Repurchase Purchase Price”); provided. In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, however, that installments of the Company shall be required to pay accrued and unpaid interest (including Additional Interest and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the holder of the repurchased Note on the Fundamental Change Repurchase Regular Record Date shall be payable to if different from the Holders of such Securities, registered as such Holder on the relevant Regular Record Date. (b) On or before the 20th day No later than 20 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing constituting such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) the Conversion Rate and any adjustments theretoadjustment thereto that will result from the Fundamental Change; (7vii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR XII of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) viii) that the Notes must be surrendered to the Paying Agent to collect payment; (ix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix); (x) the procedures that the Holder must follow to exercise rights under this Section 1401 and a brief description of such rights5.1; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11xi) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; ; (12xii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Interest and Additional Amounts)Interest, if any, on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13) the CUSIP number of the Securities. At the Company’s request, the Trustee or the Paying Agent shall give such notice in the Company’s name and at the Company’s expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”) to any Paying Agent at any time on or before the 30th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase, and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s Securities's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date designated by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE PURCHASE DATE") that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100% of the principal amount plus any accrued and unpaid interest (including Additional Interest and Additional Amounts) Interest, if any, ) to, but excluding, the Fundamental Change Repurchase Purchase Date (the “"FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Repurchase Price”); providedPurchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, however, that installments of the Company shall be required to pay accrued and unpaid interest (including Additional Interest Interest, if any) to the holder of the repurchased Note and Additional Amounts) on Securities whose Maturity is prior to or not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day No later than 10 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in Article XII in order to convert the Notes; (vii) the Conversion Rate and any adjustments thereto; (7viii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR XII of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) ix) that the Notes must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(ix); (xi) the procedures that the Holder must follow to exercise rights under this Section 1401 5.1 and a brief description of such rights; (9) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including Additional Interest and Additional Amounts)Interest, if any, ) on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13xiv) the CUSIP number number(s) of the SecuritiesNotes. At the Company’s 's request, the Trustee or the Paying Agent shall give such the notice of purchase right in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in all casesaccordance with this Section 5.1(b); provided, further, that the text of such the notice of purchase right shall be prepared by the Company. If any of the Securities Notes is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global SecuritiesApplicable Procedures. Simultaneously with providing such noticedelivering the written notice pursuant to this Section 5.1(b), the Company will publish shall make a notice Public Notice containing this all information specified in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that timewritten notice. (c) A Holder may exercise its rights specified in subsection clause (a) of this Section 1401 5.1 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities Notes entitled “"Option of Holder to Elect Purchase” " 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 Depositary’s 's customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”"FUNDAMENTAL CHANGE PURCHASE NOTICE") to any the Paying Agent at any time on or before the 30th 20th Business Day after the date of the Company’s 's notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) if certificated Certificated Securities, the certificate number or numbers of the Security Note or Securities Notes which the Holder will shall deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary proceduresApplicable Procedures), (iiiii) the portion of the principal amount of the Security Note which the Holder will shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iiiiv) that such Security Note shall be purchased pursuant to the terms and conditions specified in the Securities Notes and this Indenture. Article V. Delivery of a Security Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Purchase Price therefor; provided, however, that such Fundamental Change Repurchase Purchase Price shall be so paid pursuant to this Section 1401 5.1 only if the Security Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 14015.1, a portion of a Security Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 Note also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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 timeNote.

Fundamental Change Put. (a) In the event that a Fundamental Change shall occuroccur at any time prior to the Stated Maturity, each Holder shall have the right, at the Holder’s 's option, but subject to the provisions of this Section 1401 hereof5.1, to require the Company to repurchasepurchase (the "FUNDAMENTAL CHANGE PUT"), and upon the exercise of such right, the Company shall repurchasepurchase, all of such Holder’s Securities's Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 14015.1, on the date (the “Fundamental Change Repurchase Purchase Date”) that is a Business Day no later than 35 Business Days after the date of notice pursuant to Section 1401(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall be required to purchase such Securities Notes at a purchase price in cash equal to 100110% of the principal amount upon the exercise of the Fundamental Change Put in connection with a Fundamental Change occurring prior to December 31, 2006 and 100% of such principal amount thereafter, in each case plus any accrued and unpaid interest (including interest, Additional Interest Amounts and Additional Amounts) Interest, if any, to, but excluding, the Fundamental Change Repurchase Purchase Date (the “"FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change Repurchase Price”); providedPurchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, howeverthe Company shall be required to pay accrued and unpaid interest, that installments of interest (including Additional Interest Amounts and Additional Amounts) on Securities whose Maturity is prior Interest, if any, to or the Holder of the repurchased Note and not the Holder on the Fundamental Change Repurchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date. (b) On or before the 20th day Within 10 Business Days after the occurrence of Company knows or reasonably should know that a Fundamental ChangeChange has or will occur (provided, however, in no event prior to such time as the Company has publicly announced that such Fundamental Change may occur), the Company shall mail a written notice of the Fundamental Change (the "FUNDAMENTAL CHANGE NOTICE") by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders each Holder at their addresses its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. The notice Fundamental Change Notice shall include the a form of a Fundamental Change Repurchase Purchase Notice to be completed by the Holder and shall briefly state:, as applicable: 34 (1i) the date of such Fundamental Change and, briefly, the events causing such Fundamental Change; (2ii) the date by which the Fundamental Change Repurchase Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 1401 must be given5.1; (3iii) the Fundamental Change Repurchase Purchase Date; (4iv) the Fundamental Change Repurchase Purchase Price; (5v) the name and address of each the Paying Agent and Conversion Agent; (6vi) the Conversion Rate and any adjustments thereto; (7vii) that Securities the Notes as to which a Fundamental Change Repurchase Purchase Notice has been given may be converted into Common Stock pursuant to ARTICLE FOUR XII of this Indenture only to the extent that if the Fundamental Change Repurchase Purchase Notice has been withdrawn in accordance with the terms of this IndentureIndenture or if there shall be a Default in the payment of the Fundamental Change Purchase Price; (8) viii) that the Notes must be surrendered to the Paying Agent to collect payment; (ix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in Section 5.1(b)(viii); (x) the procedures that the Holder must follow to exercise rights under this Section 1401 5.1 and a brief description of such rights; (9xi) that Securities must be surrendered to the Paying Agent to collect payments of the Fundamental Change Repurchase Price and interest, if any; (10) briefly, the conversion rights of the SecuritiesNotes, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (11xii) the procedures for withdrawing a Fundamental Change Repurchase Purchase Notice, including a form of notice of withdrawal; ; (12xiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Purchase Price, interest (including interest, Additional Interest Amounts and Additional Amounts)Interest, if any, on Securities Notes surrendered for purchase will by the Company shall cease to accrue on and after the Fundamental Change Repurchase Purchase Date; and (13) the CUSIP number of the Securities. At the Company’s request, the Trustee or the Paying Agent shall give such notice in the Company’s name and at the Company’s expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1401 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” 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 Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”) to any Paying Agent at any time on or before the 30th Business Day after the date of the Company’s notice of the Fundamental Change (subject to extension to comply with applicable law). The Fundamental Change Repurchase Notice delivered by a Holder shall state (i) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Fundamental Change Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 1401 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1401, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 1401 through 1406 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Repurchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Repurchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402. A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Repurchase 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.