Common use of Issuer Repurchase Notice Clause in Contracts

Issuer Repurchase Notice. (a) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1) state the Fundamental Change Purchase Price and the amount of interest accrued and unpaid per $1,000 principal amount of Notes to the Fundamental Change Purchase Date; (2) the Fundamental Change Purchase Date; (3) the circumstances constituting the Fundamental Change; (4) state that holders must exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date; (5) include a form of Repurchase Notice; (6) state the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Agent; (7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interest; (8) state that a holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.07; (9) if the Notes are then convertible (including in connection with a Fundamental Change), state that Notes as to which a Repurchase Notice has been given may be converted from and including the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Price, interest on Notes in respect of which a Repurchase Notice shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Date; and (11) state the CUSIP number of the Notes, if CUSIP numbers are then in use. An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will modify such notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (b) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 3.06(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.05(b) (the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price and the amount of interest accrued and unpaid per $1,000 principal amount of Notes to the Fundamental Change Purchase Date; (2) the Fundamental Change Purchase Date; (3) the circumstances constituting the Fundamental ChangeDesignated Event and the date thereof; (4ii) state that holders Holders must exercise their right to elect to repurchase prior to the close Close of business Business on the third second Business Day prior to immediately preceding the Fundamental Change Purchase Repurchase Date or the second Business Day immediately preceding the Designated Event Repurchase Date, as the case may be; (iii) state the repurchase price, and the Designated Event Repurchase Date; (5) include a form of Repurchase Notice; (6iv) state the name and address of the Trustee and Trustee, the Paying Agent and, if applicable, the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Exchange Agent; (7v) state, if applicable, the applicable Exchange Rate and any adjustments thereto; (vi) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interestrepurchase price; (8) vii) state that a holder Holder may withdraw its Designated Event Repurchase Notice at any time prior to the close Close of business Business on the third second Business Day immediately prior to the Fundamental Change Purchase Date Designated Event Repurchase Date, as the case may be, by delivering a valid written notice of withdrawal in accordance with Section 3.07; (9viii) if the Notes are then convertible (including in connection with a Fundamental Change)exchangeable, state that Notes as to which a the Designated Event Repurchase Notice has been given may be converted from and including exchanged only if the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Designated Event Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10ix) state the amount of Interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Designated Event Repurchase Date; (x) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest Interest on Notes in respect of which a covered by any Designated Event Repurchase Notice shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Designated Event Repurchase Date; and; (11xi) state the CUSIP number of the Notes, if CUSIP numbers are then in use; (xii) state the procedures for withdrawing a Designated Event Repurchase Notice; and (xiii) if the Issuer, in its commercially reasonable judgment based on advice of counsel, determines that circumstances have changed such that it has become necessary or appropriate to withhold on proceeds under Section 1445 of the Code, the Issuer will include with the Issuer Repurchase Notice a notice of that conclusion and of its intent to withhold. An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will modify such notice Issuer Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (bc) The Issuer willshall, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 5.03(b), shall be given to Holders within the time limits set forth in Section 5.01(b) or 5.02(b), as the case may be (in either case, the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of NotesExchangeable Debentures, the Issuer Company shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 5.03 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price repurchase price, and the Designated Event Repurchase Date or the Repurchase Date to which the relevant Issuer Repurchase Notice relates, (ii) state, if applicable, the circumstances constituting the Designated Event, (iii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Repurchase Date or the third Business Day immediately prior to the Designated Event Repurchase Date, as the case may be, (iv) state the name and address of the Trustee, the Paying Agent and, if applicable, the Exchange Agent, (v) state that Exchangeable Debentures must be surrendered to the Paying Agent to collect the repurchase price, (vi) state that a Holder may withdraw its Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, at any time prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Repurchase Date, or on the third Business Day immediately prior to the Designated Event Repurchase Date, as the case may be, by delivering a valid written notice of withdrawal in accordance with Section 5.04, (vii) if the Exchangeable Debentures are then exchangeable, state that Exchangeable Debentures as to which a Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, has been given may be exchanged only if the Repurchase Notice or Designated Event Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of this Twenty-Third Supplemental Indenture, (viii) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to Exchangeable Debentures to, but excluding, the Fundamental Change Purchase Designated Event Repurchase Date or Repurchase Date;, as the case may be, (2) the Fundamental Change Purchase Date; (3) the circumstances constituting the Fundamental Change; (4) state that holders must exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date; (5) include a form of Repurchase Notice; (6) state the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Agent; (7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interest; (8) state that a holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.07; (9) if the Notes are then convertible (including in connection with a Fundamental Change), state that Notes as to which a Repurchase Notice has been given may be converted from and including the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10ix) state that, unless the Issuer Company defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest on Notes in respect of which a Exchangeable Debentures covered by any Repurchase Notice or Designated Event Repurchase Notice, as the case may be, shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Designated Event Repurchase Date or the Repurchase Date; and, as the case may be, (11x) state the CUSIP number of the NotesExchangeable Debentures, if CUSIP numbers are then in use, and (xi) state the procedures for withdrawing a Repurchase Notice or Designated Event Repurchase Notice, as the case may be, including a form of notice of withdrawal (as specified in Section 5.04). An Issuer Repurchase Notice may be given by the Issuer Company or, at the IssuerCompany’s request, the Trustee shall give such Issuer Repurchase Notice in the IssuerCompany’s name and at the IssuerCompany’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the IssuerCompany. If any of the Notes is Exchangeable Debentures are represented by a Global NoteDebenture, then the Issuer Company will modify such notice Issuer Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global NotesDebentures. (bc) The Issuer Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the NotesExchangeable Debentures, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the NotesExchangeable Debentures.

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 3.07(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.05(b) or not less than twenty (20) Business Days prior to the Repurchase Date as provided in Section 3.06(b) (in either case, the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of NotesDebentures, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price repurchase price, and the Designated Event Repurchase Date or the Repurchase Date to which the relevant Issuer Repurchase Notice relates; (ii) state, if applicable, the circumstances constituting the Designated Event; (iii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Repurchase Date or the second Business Day immediately prior to the Designated Event Repurchase Date, as the case may be; (iv) include a form of Repurchase Notice; (v) state the name and address of the Trustee, the Paying Agent and, if applicable, the Exchange Agent; (vi) state that Debentures must be surrendered to the Paying Agent to collect the repurchase price; (vii) state that a Holder may withdraw its Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the Repurchase Date, or on the second Business Day immediately prior to the Designated Event Repurchase Date, as the case may be, by delivering a valid written notice of withdrawal in accordance with Section 3.08; (viii) if the Debentures are then exchangeable, state that Debentures as to which a Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, has been given may be exchanged only if the Repurchase Notice or Designated Event Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of this Indenture; (ix) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to Debentures to, but excluding, the Fundamental Change Purchase Designated Event Repurchase Date or Repurchase Date, as the case may be; (2) the Fundamental Change Purchase Date; (3) the circumstances constituting the Fundamental Change; (4) state that holders must exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date; (5) include a form of Repurchase Notice; (6) state the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Agent; (7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interest; (8) state that a holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.07; (9) if the Notes are then convertible (including in connection with a Fundamental Change), state that Notes as to which a Repurchase Notice has been given may be converted from and including the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10x) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest on Notes in respect of which a Debentures covered by any Repurchase Notice or Designated Event Repurchase Notice, as the case may be, shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Designated Event Repurchase Date or the Repurchase Date; and, as the case may be; (11xi) state the CUSIP number of the NotesDebentures, if CUSIP numbers are then in use; and (xii) state the procedures for withdrawing a Repurchase Notice or Designated Event Repurchase Notice, as the case may be, including a form of notice of withdrawal (as specified in Section 3.08). An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes Debentures is represented by a Global NoteDebenture, then the Issuer will modify such notice Issuer Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary Depository that apply to the repurchase of Global NotesDebentures. (bc) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the NotesDebentures, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the NotesDebentures.

Issuer Repurchase Notice. (a) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1) state the Fundamental Change Purchase Price repurchase price and the amount of interest accrued and unpaid per $1,000 principal amount of Notes to to, but excluding, the Fundamental Change Purchase Repurchase Date or the Repurchase Date, as the case may be; (2) the Fundamental Change Purchase Repurchase Date or the Repurchase Date, as the case may be; (3) state, if applicable, the circumstances constituting the Fundamental Change; (4) state that holders must exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Repurchase Date or Fundamental Change Purchase Repurchase Date, as the case may be; (5) include a form of Repurchase Notice; (6) state the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Agent; (7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price repurchase price and accrued and unpaid interest; (8) state that a holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Repurchase Date or Fundamental Change Purchase Date Repurchase Date, as the case may be, by delivering a valid written notice of withdrawal in accordance with Section 3.073.08; (9) if the Notes are then convertible (including at, or in connection with with, a Fundamental ChangeChange Repurchase Date), state that Notes as to which a Repurchase Notice has been given may be converted from and including until the Effective close of business on the applicable Repurchase Date of such or Fundamental Change up to and including Repurchase Date (unless the earlier Issuer defaults in the payment of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes applicable repurchase price) provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest on Notes in respect of which a Repurchase Notice shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Repurchase Date or the Repurchase Date, as the case may be; and (11) state the CUSIP number of the Notes, if CUSIP numbers are then in use. An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will modify such notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (b) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 3.06(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.05(b) (the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the TrusteeTrustee and the Paying Agent) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price repurchase price, and the amount of interest accrued and unpaid per $1,000 principal amount of Notes Designated Event Repurchase Date to which the Fundamental Change Purchase Daterelevant Issuer Repurchase Notice relates; (2ii) the Fundamental Change Purchase Date; (3) state, if applicable, the circumstances constituting the Fundamental ChangeDesignated Event; (4iii) state that holders Holders must exercise their right to elect to repurchase prior to the close of business 5:00 p.m., New York City time, on the third second Business Day immediately prior to the Fundamental Change Purchase Designated Event Repurchase Date; (5iv) include a form of Designated Event Repurchase Notice; (6v) state the name and address of the Trustee and the Trustee, any Paying Agent and, if applicable, the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Exchange Agent; (7vi) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interestrepurchase price; (8) vii) state that a holder Holder may withdraw its Designated Event Repurchase Notice at any time prior to the close of business 5:00 p.m., New York City time on the third Business Day immediately prior to the Fundamental Change Purchase Date Designated Event Repurchase Date, by delivering a valid written notice of withdrawal in accordance with Section 3.07; (9viii) if the Notes are then convertible (including in connection with a Fundamental Change)exchangeable pursuant to Article 13, state that Notes as to which a the Designated Event Repurchase Notice has been given may be converted from and including exchanged only if the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Designated Event Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10ix) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Designated Event Repurchase Date; (x) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest on Notes in respect of which a covered by any Designated Event Repurchase Notice shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Designated Event Repurchase Date; and; (11xi) state the CUSIP number of the Notes, if CUSIP numbers are then in use; and (xii) state the procedures for withdrawing a Designated Event Repurchase Notice, as the case may be, including a form of notice of withdrawal (as specified in Section 3.07). An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will modify such notice Issuer Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (bc) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) or any other schedule required under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 3.03(b), shall be given to Holders in the event of a Fundamental Change, on or before the tenth calendar day after the occurrence of such a Fundamental Change as provided in Section 3.02(b) (the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price and the amount of interest accrued and unpaid per $1,000 principal amount of Notes to events causing the Fundamental Change Purchase Dateand the date thereof; (2) the Fundamental Change Purchase Date; (3) the circumstances constituting the Fundamental Change; (4ii) state the procedures Holders must follow to require the Issuer to purchase their Notes and that holders Holders must exercise their right to elect to repurchase prior to the close Close of business Business on the third second Business Day prior to immediately preceding the Fundamental Change Purchase Repurchase Date; (5iii) include a form of state the repurchase price, and the Fundamental Change Repurchase NoticeDate; (6iv) state the name and address of the Trustee and Trustee, the Paying Agent and, if and the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Exchange Agent; (7v) state the applicable Exchange Rate and any adjustments thereto; (vi) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interestrepurchase price; (8) vii) state that a holder Holder may withdraw its Fundamental Change Repurchase Notice at any time prior to the close Close of business Business on the third second Business Day immediately prior to the Fundamental Change Purchase Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.073.04; (9viii) if the Notes are then convertible (including in connection with a Fundamental Change), state that Notes as to which a the Fundamental Change Repurchase Notice has been given may be converted from and including exchanged only if the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10ix) state the amount of Interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Fundamental Change Repurchase Date; (x) state that, unless the Issuer defaults in making payment of the repurchase price, Interest on Notes covered by any Fundamental Change Purchase Price, interest on Notes in respect of which a Repurchase Notice shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Repurchase Date; and; (11xi) state the CUSIP number of the Notes, if CUSIP numbers are then in use. An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will modify such notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (b) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.and

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 3.07(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.05(b) or on or before the twentieth (20th) Business Day prior to each Repurchase Date as provided in Section 3.06(b) (in either case, the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the TrusteeTrustee and the Paying Agent) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price repurchase price, and the Designated Event Repurchase Date or the Repurchase Date to which the relevant Issuer Repurchase Notice relates; (ii) state, if applicable, the circumstances constituting the Designated Event; (iii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Repurchase Date or the second Business Day immediately prior to the Designated Event Repurchase Date, as the case may be; (iv) include a form of Repurchase Notice or Designated Event Repurchase Notice, if applicable; (v) state the name and address of the Trustee, any Paying Agent and, if applicable, the Exchange Agent; (vi) state that Notes must be surrendered to the Paying Agent to collect the repurchase price; (vii) state that a Holder may withdraw its Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the Repurchase Date, or on the Business Day immediately prior to the Designated Event Repurchase Date, as the case may be, by delivering a valid written notice of withdrawal in accordance with Section 3.08; (viii) if the Notes are then exchangeable pursuant to Article 13, state that Notes as to which a Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, has been given may be exchanged only if the Repurchase Notice or Designated Event Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of this Indenture; (ix) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to to, but excluding, the Fundamental Change Purchase Designated Event Repurchase Date or Repurchase Date, as the case may be; (2) the Fundamental Change Purchase Date; (3) the circumstances constituting the Fundamental Change; (4) state that holders must exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date; (5) include a form of Repurchase Notice; (6) state the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Agent; (7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interest; (8) state that a holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.07; (9) if the Notes are then convertible (including in connection with a Fundamental Change), state that Notes as to which a Repurchase Notice has been given may be converted from and including the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10x) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest on Notes in respect of which a covered by any Repurchase Notice or Designated Event Repurchase Notice, as the case may be, shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Repurchase Date or the Designated Event Repurchase Date; and, as the case may be; (11xi) state the CUSIP number of the Notes, if CUSIP numbers are then in use; and (xii) state the procedures for withdrawing a Repurchase Notice or Designated Event Repurchase Notice, as the case may be, including a form of notice of withdrawal (as specified in Section 3.08). An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will modify such notice Issuer Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (bc) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) or any other schedule required under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Issuer Repurchase Notice. (a) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 3.07 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change in Control Purchase Price and the amount of interest accrued and unpaid interest, if any, per $1,000 principal amount of Notes accrued thereon to the Fundamental Change Purchase in Control Repurchase Date; (2ii) state the Fundamental Change Purchase in Control Repurchase Date; (3iii) state the circumstances constituting the Fundamental ChangeChange in Control; (4iv) state that holders must exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Fundamental Change Purchase in Control Repurchase Date; (5v) include a form of Repurchase Notice; (6vi) state the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental ChangeChange in Control), state the name and address of the Conversion Agent; (7vii) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change in Control Purchase Price and accrued and unpaid interest; (8) viii) state that a holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Fundamental Change Purchase in Control Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.073.08; (9ix) if the Notes are then convertible (including in connection with a Fundamental ChangeChange in Control), state that Notes as to which a Repurchase Notice has been given may be converted from and including the Effective Date of such Fundamental Change in Control up to and including the earlier of the 30th Business Day following such Effective Date and the second Business Day prior the Stated Maturity of the Notes provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10x) state that, unless the Issuer defaults in making payment of the Fundamental Change in Control Purchase Price, interest on Notes in respect of which a Repurchase Notice shall have been submitted and not withdrawn will shall cease to accrue on and after the Fundamental Change Purchase in Control Repurchase Date; and (11xi) state the CUSIP number of the Notes, if CUSIP numbers are then in use. An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will shall modify such notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes. (b) The Issuer willshall, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 3.07(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.05(b) or not less than twenty (20) Business Days prior to the Repurchase Date as provided in Section 3.06(b) (in either case, the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of NotesDebentures, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price repurchase price, and the Designated Event Repurchase Date or the Repurchase Date to which the relevant Issuer Repurchase Notice relates; (ii) state, if applicable, the circumstances constituting the Designated Event; (iii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Repurchase Date or the second Business Day immediately prior to the Designated Event Repurchase Date, as the case may be; (iv) include a form of Repurchase Notice; (v) state the name and address of the Trustee, the Paying Agent and, if applicable, the Exchange Agent; (vi) state that Debentures must be surrendered to the Paying Agent to collect the repurchase price; (vii) state that a Holder may withdraw its Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the Repurchase Date, or on the second Business Day immediately prior to the Designated Event Repurchase Date, as the case may be, by delivering a valid written notice of withdrawal in accordance with Section 3.08; (viii) if the Debentures are then exchangeable, state that Debentures as to which a Repurchase Notice or the Designated Event Repurchase Notice, as the case may be, has been given may be exchanged only if the Repurchase Notice or Designated Event Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of this Indenture; (ix) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to Debentures to, but excluding, the Fundamental Change Purchase Designated Event Repurchase Date or Repurchase Date, as the case may be; (2) the Fundamental Change Purchase Date; (3) the circumstances constituting the Fundamental Change; (4) state that holders must exercise their right to elect to repurchase prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date; (5) include a form of Repurchase Notice; (6) state the name and address of the Trustee and the Paying Agent and, if the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Agent; (7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interest; (8) state that a holder may withdraw its Repurchase Notice at any time prior to the close of business on the third Business Day prior to the Fundamental Change Purchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.07; (9) if the Notes are then convertible (including in connection with a Fundamental Change), state that Notes as to which a Repurchase Notice has been given may be converted from and including the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10x) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest on Notes in respect of which a Debentures covered by any Repurchase Notice or Designated Event Repurchase Notice, as the case may be, shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Designated Event Repurchase Date or the Repurchase Date; and, as the case may be; (11xi) state the CUSIP number of the NotesDebentures, if CUSIP numbers are then in use; and (xii) state the procedures for withdrawing a Repurchase Notice or Designated Event Repurchase Notice, as the case may be, including a form of notice of withdrawal (as specified in Section 3.08). An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer. If any of the Notes Debentures is represented by a Global NoteDebenture, then the Issuer will modify such notice Issuer Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global NotesDebentures. (bc) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act that may be applicable at the time of the repurchase of the NotesDebentures, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the NotesDebentures.

Issuer Repurchase Notice. (a) The Issuer Repurchase Notice, as provided in Section 3.07(b), shall be given to Holders in the event of a Designated Event, on or before the tenth calendar day after the occurrence of such a Designated Event as provided in Section 3.05(b) (the “Issuer Repurchase Notice Date”). (b) In connection with any repurchase of Notes, the Issuer shall, on the applicable Issuer Repurchase Notice Date, give written notice to holders Holders (with a copy to the Trustee) setting forth the information specified in this Section 3.06 (in either case, the “Issuer Repurchase Notice”). Each Issuer Repurchase Notice shall: (1i) state the Fundamental Change Purchase Price repurchase price, and the amount of interest accrued and unpaid per $1,000 principal amount of Notes Designated Event Repurchase Date to which the Fundamental Change Purchase Daterelevant Issuer Repurchase Notice relates; (2ii) the Fundamental Change Purchase Date; (3) state, if applicable, the circumstances constituting the Fundamental ChangeDesignated Event; (4iii) state that holders Holders must exercise their right to elect to repurchase prior to the close of business on the third second Business Day immediately prior to the Fundamental Change Purchase Designated Event Repurchase Date; (5iv) include a form of Designated Event Repurchase Notice; (6v) state the name and address of the Trustee and Trustee, the Paying Agent and, if applicable, the Notes are then convertible (including in connection with a Fundamental Change), state the name and address of the Conversion Exchange Agent; (7vi) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Purchase Price and accrued and unpaid interestrepurchase price; (8) vii) state that a holder Holder may withdraw its Designated Event Repurchase Notice at any time prior to the close of business on the third second Business Day immediately prior to the Fundamental Change Purchase Date Designated Event Repurchase Date, by delivering a valid written notice of withdrawal in accordance with Section 3.073.08; (9viii) if the Notes are then convertible (including in connection with a Fundamental Change)exchangeable, state that Notes as to which a the Designated Event Repurchase Notice has been given may be converted from and including exchanged only if the Effective Date of such Fundamental Change up to and including the earlier of the 30th Business Day following such Effective Date and the Business Day prior the Stated Maturity of the Notes provided the Designated Event Repurchase Notice is withdrawn by the holder in accordance with the terms of this Indenture; (10ix) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Designated Event Repurchase Date; (x) state that, unless the Issuer defaults in making payment of the Fundamental Change Purchase Pricerepurchase price, interest on Notes in respect of which a covered by any Designated Event Repurchase Notice shall have been submitted and not withdrawn will cease to accrue on and after the Fundamental Change Purchase Designated Event Repurchase Date; and; (11xi) state the CUSIP number of the Notes, if CUSIP numbers are then in use; and (xii) state the procedures for withdrawing a Designated Event Repurchase Notice, including a form of notice of withdrawal (as specified in Section 3.08). An Issuer Repurchase Notice may be given by the Issuer or, at the Issuer’s requestRequest, the Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the Issuer’s expense; provided that the text of the Issuer Repurchase Notice shall be prepared by the Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by the Issuer. If any of the Notes is represented by a Global Note, then the Issuer will modify such notice Issuer Repurchase Notice to the extent necessary to accord with the applicable procedures of the Depositary that apply to the repurchase of Global Notes, and the Trustee may rely and shall be fully protected in relying upon such text prepared by the Issuer. (bc) The Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4 and 13e-4, Rule 14e-1 (or any successor provision) and other tender offer rules under the Exchange Act that may be applicable at the time of the repurchase of the Notes, file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and comply with all other applicable federal and state securities laws in connection with the repurchase of the Notes.