Common use of Purchase at Option of Holders Upon a Fundamental Change Clause in Contracts

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000100, or an integral multiple of $1,000100, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes the principal amount thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is Company, which shall not be less than 20 15 calendar days or more than 35 Business Days after calendar days following the Company provides date of the Fundamental Change Company Notice, Notice at a purchase price equal to 100% of the principal amount of such Notes or such portion of the Notes to be purchasedprincipal amount of Notes, as applicable, plus accrued and unpaid interest interest, if any, thereon up to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is occurs after a Regular Record Date and on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay interest the full amount of accrued and unpaid interest, if any, to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes or portions thereof, as applicable, to be purchased pursuant to this Article 9. (b) Purchases of Notes under this Section 9.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by such Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to this Section 9.01; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 9.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 9.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 10th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (if other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall issue a press release containing the information set forth in such Fundamental Change Company Notice or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 9; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) the Conversion Rate and, if applicable, any adjustments to the Conversion Rate; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 9.01. At the Company’s written request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent shall promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery and shall deem to be cancelled any instructions for book-entry transfer of a Fundamental Change Company Notice the Notes to the Paying Agent in compliance with the procedures of the Depositary (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company NoticeChange, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on preceding Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a cash purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date Date. Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A and of the Notes, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (ii) if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Note for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall then be equal to 100% state: (i) if certificated, the certificate numbers of such Notes; (ii) the portion of the principal amount of such Notes, which must be such that the principal amount that is not to be purchased of each Note subject that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (iii) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee, the Exchange Agent and the Paying Agent (in the case of any Exchange Agent or Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a press release containing this information or publish this information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder of Notes may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Exchange Agent, if applicable; (vii) the applicable Exchange Rate and any adjustments to the applicable Exchange Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; (ix) that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration Time; and (x) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will no defect therein shall limit the purchase rights of the Holders of Notes or affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 15.02. Notwithstanding anything herein to the contrary, the Company shall not include be required to deliver a Fundamental Change Company Notice or to purchase any accrued Notes upon the occurrence of a Fundamental Change if the Company has delivered a Redemption Notice for all of the Notes in accordance with Section 16.02, unless and unpaid interest. until there is a default in the payment of the Redemption Price. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 15.02 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (subject to extension to comply with applicable law, the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the Company provides date of the Fundamental Change Company NoticeNotice or, if we fail to specify a Fundamental Change Purchase Date, the 35th Business Day following the date of the Fundamental Change Company Notice (without prejudice to any rights or remedies Holders may have on account of such failure), at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article 15. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice but on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 15th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s NotesSecurities, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Security that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Security on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Security on the Interest Payment Date to the Holder of record of the Note such Security as of the close of business on such Regular Record Date Date. Purchases of Securities under this Section 3.02 shall be made, at the option of the Holder thereof, upon: (1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (2) if the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the Applicable Procedures of the Depository and the satisfaction of any other requirements of the Depository in connection with tendering beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Securities to be purchased shall then be equal to 100% state: (1) if certificated, the certificate numbers of such Securities; (2) the portion of the principal amount of such Securities, which must be such that the Note subject principal amount that is not to be purchased of each Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (3) that such Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Securities, the Trustee, the Conversion Agent and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Securities, in accordance with the procedures of the Depository for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish this information in a newspaper of general circulation in The City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (1) the events causing the Fundamental Change; (2) the date of the Fundamental Change; (3) the last date on which a Holder of Securities may exercise the purchase right pursuant to this Article 3; (4) the Fundamental Change Purchase Price; (5) the Fundamental Change Purchase Date; (6) the name and address of the Paying Agent and the Conversion Agent, if applicable; (7) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; (8) that the Securities with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; (9) that the Holder shall have the right to withdraw any Securities surrendered for purchase prior to the Fundamental Change Expiration Time; and (10) the procedures that Holders must follow to require the Company to purchase their Securities. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. no defect therein shall limit the purchase rights of the Holders of Securities or affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.02. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes Securities pursuant to this Section 3.01 3.02 if the principal amount of the Notes Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such NotesSecurities). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Securities held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice Securities (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (iSecurities) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Securities in compliance with the Applicable Proceduresprocedures of the Depository, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. (d) Notwithstanding the other provisions of this Article 3, the Company will not be required to make an offer to purchase the Securities upon a Fundamental Change if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements in this Indenture and such third party purchases all Securities properly tendered and not validly withdrawn under its offer.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s NotesSecurities, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Security that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Security on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Security on the Interest Payment Date to the Holder of record of the Note such Security as of the close of business on such Regular Record Date Date. Purchases of Securities under this Section 3.02 shall be made, at the option of the Holder thereof, upon: (1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (2) if the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the Applicable Procedures of the Depository and the satisfaction of any other requirements of the Depository in connection with tendering beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Securities to be purchased shall then be equal to 100% state: (1) if certificated, the certificate numbers of such Securities; (2) the portion of the principal amount of such Securities, which must be such that the Note subject principal amount that is not to be purchased of each Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (3) that such Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Securities, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Securities, in accordance with the procedures of the Depository for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish this information in a newspaper of general circulation in The City of New York or publish the information on the Company’s or the Guarantor’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (1) the events causing the Fundamental Change; (2) the effective date of the Fundamental Change; (3) the last date on which a Holder of Securities may exercise the purchase right pursuant to this Article 3; (4) the Fundamental Change Purchase Price; (5) the Fundamental Change Purchase Date; (6) the name and address of the Paying Agent and the Exchange Agent, if applicable; (7) the applicable Exchange Rate and any adjustments to the applicable Exchange Rate; (8) that the Securities with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the Indenture; (9) that the Holder shall have the right to withdraw any Securities surrendered for purchase prior to the Fundamental Change Expiration Time; and (10) the procedures that Holders must follow to require the Company to purchase their Securities. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. no defect therein shall limit the purchase rights of the Holders of Securities or affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.02. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes Securities pursuant to this Section 3.01 3.02 if the principal amount of the Notes Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such NotesSecurities). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Securities held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice Securities (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (iSecurities) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Securities in compliance with the Applicable Proceduresprocedures of the Depository, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. (d) Notwithstanding anything to the contrary to the foregoing, the Company will not be required to purchase, or to make an offer to purchase, the Securities upon a Fundamental Change if a third party makes the offer in the manner, at the times, and otherwise in compliance with the requirements set forth in this Section 3.02 applicable to an offer by the Company to purchase the Securities upon a Fundamental Change, and such third party purchases all Securities validly tendered and not withdrawn upon such offer in the manner and otherwise in compliance with such requirements.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company Issuer to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an in integral multiple multiples of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by the Company Issuer that is not less than 20 days or more than 35 Business Days after days following the Company provides date on which the Issuer delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company Issuer shall instead pay the full amount of accrued and unpaid interest accrued to due on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note the Issuer purchases on a Fundamental Change Purchase Date. Purchases of Notes under this Section 3.01 shall be made, at the option of the Holder thereof, upon: (1) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) as provided in the form attached to Exhibit A hereto, duly endorsed for transfer, prior to Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (2) if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with surrendering beneficial interests in a Global Note for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (1) if certificated, the certificate numbers of such Notes; (2) the portion of the principal amount of such Notes to be purchased, which must an integral multiple of $1,000; and (3) that such Notes are to be purchased by the Issuer pursuant to this Section 3.01 Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.03 hereof. The Paying Agent shall promptly notify the Issuer of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 10th Business Day after the occurrence of a Fundamental Change, the Issuer shall provide to all Holders of the Notes, to beneficial owners of the Notes as required by applicable law, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a written notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Notice, the Issuer shall publish the Fundamental Change Notice, the New York Times, The Wall Street Journal, or another newspaper of national circulation. Each Fundamental Change Notice shall specify: (1) the events causing the Fundamental Change; (2) the date of the Fundamental Change; (3) the Fundamental Change Purchase Price; (4) the last date on which a Holder of Notes may exercise the purchase right pursuant to this Article 3; (5) the Fundamental Change Purchase Date; (6) the names and addresses of the Paying Agent and the Conversion Agent, if applicable; (7) the procedures that Holders must follow to exercise their purchase right; (8) the Conversion Rate and, if applicable, any adjustments to the Conversion Rate that will not include any accrued result from the Fundamental Change; and (9) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted (if otherwise convertible) only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture. No failure of the Issuer to give the foregoing notices and unpaid interest. no defect therein shall limit the purchase rights of the Holders of Notes or affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 3.01. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default default by the Company Issuer in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company Issuer in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, or an integral a multiple of $1,0001,000 principal amount, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or calendar days and not more than 35 Business Days calendar days after the Company provides date of the Fundamental Change Company Notice, Notice (as defined below) at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus together with accrued and unpaid interest to interest, if any, thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the immediately succeeding Interest Payment Date to Date, in which it relates, the Company shall instead pay case interest accrued to the Interest Payment Date will be paid to the Holder of record Holders of the Note Notes as of the close of business on immediately preceding Regular Record Date and the Fundamental Change Purchase Price payable to the Holder surrendering the Note for purchase pursuant to this Section 15.02 shall then be equal to 100% the principal amount of Notes subject to purchase. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the Form of the Fundamental Change Purchase Notice, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case prior to the close of business on the second Scheduled Trading Day preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof; and (iii) that the Note subject Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the second Scheduled Trading Day preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Contemporaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date the Fundamental Change occurred, and whether such Fundamental Change is a Make-Whole Fundamental Change, in which case the Effective Date of such Make-Whole Fundamental Change shall also be specified; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate made or to be made on account of such Fundamental Change; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s expense and written request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder of the Notes shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes the principal thereof that is equal to $1,000, 1,000 principal amount or an integral multiple of $1,0001,000 principal amount, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or nor more than 35 Business Days after following the date of the Fundamental Change Company Notice (or, if the Company provides fails to specify a Fundamental Change Purchase Date, the 35th Business Day following the date of the Fundamental Change Company Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, provided that if the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article 10. (b) Purchases of Notes under this Section 10.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent (and the Trustee, if not the Paying Agent) by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Applicable Procedures, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 10.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 10; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent; (vii) the Conversion Rate and any adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of the Indenture; (ix) the procedures that Holders must follow to require the Company to repurchase their Notes; and (x) any other information that the Company shall reasonably determine is appropriate to include therein. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. Such notice shall be by first class mail to the Trustee, to the Paying Agent and to each Holder of the Notes at its address shown in the Note subject Register (and to purchase beneficial owners as required by applicable law) or, in the case of Global Notes, in accordance with Applicable Procedures. Simultaneously with providing such notice, the Company shall issue a press release and will not include any accrued publish a notice containing the information set forth in the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no purchase Holders’ repurchase rights or affect the validity of any the proceedings for the repurchase of the Notes pursuant to this Section 3.01 10.01. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been acceleratedaccelerated (other than in connection with a default in the payment of the Fundamental Change Purchase Price), and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes)date. In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee The Paying Agent will promptly (i) return to the respective Holders thereof any Physical Notes tendered to held by it during the acceleration of the Notes (other than in connection with a default in the payment of the Fundamental Change Purchase Price), or (ii) effect appropriate any instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable ProceduresProcedures shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to the Maturity Date, then each Holder shall will have the right, at such Holder’s option, right to require the Company to purchase for cash repurchase all of such Holder’s Notes, its Notes or any portion of such Holder’s its Notes that is in principal amount equal to $1,000, 1,000 or an integral multiple of $1,000, 1,000 in excess thereof on a the date (the “"Fundamental Change Purchase Repurchase Date”") specified by the Company that is not less than 20 or nor more than 35 Business Days after following the Company provides date of the Fundamental Change Notice (or, if the Company fails to specify a Fundamental Change Repurchase Date, the 35th Business Day following the date of the Fundamental Change Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Repurchase Date (the “"Fundamental Change Purchase Repurchase Price”"); provided, however, that if the Fundamental Change Purchase Repurchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Repurchase Price shall then not include such accrued and unpaid interest. (b) Purchases of Notes under this Section 10.01 shall be equal made, at the option of the Holder thereof, upon: (i) delivery to 100% the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law. The Fundamental Change Repurchase Notice in respect of any Notes to be purchased shall state: (i) if such Note is to be repurchased in part, the principal amount of such Note to be repurchased, which principal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof; (ii) that such Note will be repurchased by the Company pursuant to the provisions of this Article 10 hereof; and (iii) if such Note is a Physical Note, the certificate number of such Note. provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures. (c) On or before the 10th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes (and to any beneficial owners of a Global Note, as required by applicable law) and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the "Fundamental Change Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Simultaneously with delivery of any Fundamental Change Notice to the Holders, the Trustee and the Paying Agent, the Company will publish a notice containing the same information as the Fundamental Change Notice in a newspaper of general circulation in The City of New York and on its website or through such other public medium as the Company may use at such time. Each Fundamental Change Notice shall specify: (i) briefly, the events causing such Fundamental Change; (ii) the effective date of such Fundamental Change; (iii) the last date on which a Holder may exercise its right to require the Company to repurchase its Notes as a result of such Fundamental Change under this Article 10; (iv) the procedures that a Holder must follow to require the Company to repurchase a Note; (v) the Fundamental Change Repurchase Price for each $1,000 principal amount of Notes for such Fundamental Change; (vi) the Fundamental Change Repurchase Date for such Fundamental Change; (vii) that the Fundamental Change Repurchase Price for any Note for which a Fundamental Change Repurchase Notice has been duly tendered and not validly withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time such Note is surrendered for repurchase; (viii) the name and address of the Paying Agent and of the Conversion Agent; (ix) the Conversion Rate in effect on the Fundamental Change Notice Date for such Fundamental Change and the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Fundamental Change Notice Date; (x) any adjustments that will be made to the Conversion Rate as a result of such Fundamental Change, including any Additional Shares by which the Conversion Rate will be increased pursuant to Section 9.03 for a Holder that converts a Note "in connection with" such Fundamental Change; (xi) that any Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if such Holder withdraws such Fundamental Change Repurchase Notice in accordance with the terms of this Indenture or to the extent any portion of such Notes are not subject to purchase such Fundamental Change Repurchase Notice; (xii) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xiii) that if a Note or portion of a Note is subject to a validly delivered Fundamental Change Repurchase Notice, unless the Company defaults in paying the Fundamental Change Repurchase Price for such Note or portion of a Note, interest, if any, on such Note or portion of a Note will cease to accrue on and after the Fundamental Change Repurchase Date; and (xiv) the CUSIP and ISIN number(s) of the Notes. If any Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice with respect to a Note or any portion of a Note, the Paying Agent will promptly deliver to the Company a copy of such Fundamental Change Repurchase Notice. Unless and until the Paying Agent receives a validly endorsed and delivered Fundamental Change Repurchase Notice with respect to a Note, together with such Note, in a form that conforms in all material aspects with the description contained in such Fundamental Change Repurchase Notice, the Holder submitting the Notes will not include be entitled to receive the Fundamental Change Repurchase Price for such Note. Notwithstanding anything provided elsewhere in this Indenture, neither the failure of the Company to deliver a Fundamental Change Notice nor a defect in a Fundamental Change Notice delivered by the Company will limit the repurchase rights of any accrued and unpaid interest. Holder under this Article 10 or impair or otherwise affect the validity of any proceedings relating to the repurchase of any Note pursuant to this Article 10. (d) Notwithstanding the foregoing, there shall be no the Company will not purchase of any Notes pursuant to under this Section 3.01 if Article 10 if, as of the Fundamental Change Repurchase Date, the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an rescinded and such acceleration resulting did not result from a Default that would be cured by the Company in the Company's payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of Repurchase Price. (e) If, on any Fundamental Change Repurchase Date, (i) a Fundamental Change Company Repurchase Notice for a Note has been validly tendered in accordance with this Section 10.01 and has not been validly withdrawn in accordance with Section 10.02 hereof, and (except in the case of an acceleration resulting from a Default by ii) pursuant to Section 10.01(d), the Company in is not permitted to purchase Notes, the payment Paying Agent, upon receipt of written notice from the Company stating that the Company, pursuant to Section 10.01(d), is not permitted to purchase Notes, will deem such Fundamental Change Repurchase Notice withdrawn. (f) If a Holder tenders a Note for purchase pursuant to this Article 10 and, on the Fundamental Change Purchase Price with respect Repurchase Date, pursuant to such NotesSection 10.01(d), the Trustee Company is not permitted to purchase such Note, the Paying Agent will promptly (i) if such Note is a Physical Note, return such Note to the respective Holders thereof any Physical Notes tendered to it or such Holder, and (ii) effect appropriate if such Note is held in book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it form, in compliance with the Applicable Procedures, in which case, upon deem to be cancelled any instructions for book-entry transfer of such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawnNote.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes such that the remaining principal amount of each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay the full amount of such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interestthe Company purchases on such Fundamental Change Purchase Date. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s NotesNote, or any portion of such Holder’s Notes the principal amount thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is Company, which shall not be less than 20 calendar days or more than 35 Business Days after calendar days following the Company provides date of the Fundamental Change Company Notice, Notice at a purchase price equal to 100% of the principal amount of such Note or such portion of the Notes to be purchasedprincipal amount thereof, as applicable, plus accrued and unpaid interest interest, if any, thereon to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is occurs after a Regular Record Date and on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay interest the full amount of accrued to the Interest Payment Date and unpaid interest, if any, to the Holder of record of the such Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject or portion thereof, as applicable, to be purchased pursuant to this Article 15. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by such Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to this Section 15.02; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 10th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) the Conversion Rate and, if applicable, any adjustments to the Conversion Rate; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s request delivered two Business Days before the date such notice is to be given (unless a shorter period shall be acceptable to the Trustee), the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case event of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent shall promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery and shall deem to be cancelled any instructions for book-entry transfer of a Fundamental Change Company Notice the Notes to the Paying Agent in compliance with the procedures of the Depositary (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to the Maturity Date, then each Holder shall will have the right, at such Holder’s option, right to require the Company to purchase for cash repurchase all of such Holder’s Notes, its Notes or any portion of such Holder’s its Notes that is in principal amount equal to $1,000, 1,000 or an integral multiple of $1,000, 1,000 in excess thereof on a the date (the “Fundamental Change Purchase Repurchase Date”) specified by the Company that is not less than 20 or nor more than 35 Business Days after following the Company provides date of the Fundamental Change Notice (or, if the Company fails to specify a Fundamental Change Repurchase Date, the 35th Business Day following the date of the Fundamental Change Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at a purchase price equal to 100% of the principal amount of the Notes to be purchasedrepurchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Repurchase Date (the “Fundamental Change Purchase Repurchase Price”); provided, however, that if the Fundamental Change Purchase Repurchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Repurchase Price shall then not include such accrued and unpaid interest. (b) Purchases of Notes under this Section 8.01(b) shall be equal made, at the option of the Holder thereof, upon: (i) delivery to 100% the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (i) if such Note is to be repurchased in part, the principal amount of such Note to be repurchased, which principal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof; (ii) that such Note will be repurchased by the Company pursuant to the provisions of this Article 8 hereof; and (iii) if such Note is a Physical Note, the certificate number of such Note. provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures. (c) On or before the 10th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes (and to any beneficial owners of a Global Note, as required by applicable law) and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the “Fundamental Change Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Simultaneously with mailing of any Fundamental Change Notice to the Holders, the Trustee and the Paying Agent, the Company will issue a press release and publish a notice containing the same information as the Fundamental Change Notice on its website or through such other public medium as the Company may use at such time. Each Fundamental Change Notice shall specify: (i) briefly, the events causing such Fundamental Change; (ii) the effective date of such Fundamental Change; (iii) the last date on which a Holder may exercise its right to require the Company to repurchase its Notes as a result of such Fundamental Change under this Article 8; (iv) the procedures that a Holder must follow to require the Company to repurchase a Note; (v) the Fundamental Change Repurchase Price for each $1,000 principal amount of Notes for such Fundamental Change; (vi) the Fundamental Change Repurchase Date for such Fundamental Change; (vii) that the Fundamental Change Repurchase Price for any Note for which a Fundamental Change Repurchase Notice has been duly tendered and not validly withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time such Note is surrendered for repurchase; (viii) the name and address of the Paying Agent and of the Conversion Agent; (ix) the Conversion Rate in effect on the date of the Fundamental Change Notice for such Fundamental Change and the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of such Fundamental Change Notice; (x) any adjustments that will be made to the Conversion Rate as a result of such Fundamental Change, including any Additional Shares by which the Conversion Rate will be increased pursuant to Section 7.03 for a Holder that converts a Note “in connection with” such Fundamental Change; (xi) that any Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if such Holder withdraws such Fundamental Change Repurchase Notice in accordance with the terms of this Indenture or to the extent any portion of such Notes are not subject to purchase such Fundamental Change Repurchase Notice; (xii) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xiii) that if a Note or portion of a Note is subject to a validly delivered Fundamental Change Repurchase Notice, unless the Company defaults in paying the Fundamental Change Repurchase Price for such Note or portion of a Note, interest, if any, on such Note or portion of a Note will cease to accrue on and after the Fundamental Change Repurchase Date; and (xiv) the CUSIP and ISIN number(s) of the Notes. If any Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice with respect to a Note or any portion of a Note, the Paying Agent will promptly deliver to the Company a copy of such Fundamental Change Repurchase Notice. Unless and until the Paying Agent receives a validly endorsed and delivered Fundamental Change Repurchase Notice with respect to a Note, together with such Note, in a form that conforms in all material aspects with the description contained in such Fundamental Change Repurchase Notice, the Holder submitting the Notes will not include be entitled to receive the Fundamental Change Repurchase Price for such Note. Notwithstanding anything provided elsewhere in this Indenture, neither the failure of the Company to deliver a Fundamental Change Notice nor a defect in a Fundamental Change Notice delivered by the Company will limit the repurchase rights of any accrued and unpaid interest. Holder under this Article 8 or impair or otherwise affect the validity of any proceedings relating to the repurchase of any Note pursuant to this Article 8. (d) Notwithstanding the foregoing, there shall be no the Company will not purchase of any Notes pursuant to under this Section 3.01 if Article 8 if, as of the Fundamental Change Repurchase Date, the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an rescinded and such acceleration resulting did not result from a Default that would be cured by the Company in the Company’s payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of Repurchase Price. (e) If, on any Fundamental Change Repurchase Date, (i) a Fundamental Change Company Repurchase Notice for a Note has been validly tendered in accordance with this Section 8.01 and has not been validly withdrawn in accordance with Section 8.01(g) hereof, and (except in the case of an acceleration resulting from a Default by ii) pursuant to Section 8.01(d), the Company in is not permitted to purchase Notes, the payment Paying Agent, upon receipt of written notice from the Company stating that the Company, pursuant to Section 8.01(d), is not permitted to purchase Notes, will deem such Fundamental Change Repurchase Notice withdrawn. (f) If a Holder tenders a Note for purchase pursuant to this Article 8 and, on the Fundamental Change Purchase Price with respect Repurchase Date, pursuant to such NotesSection 8.01(d), the Trustee Company is not permitted to purchase such Note, the Paying Agent will promptly (i) if such Note is a Physical Note, return such Note to the respective Holders thereof any Physical Notes tendered to it or such Holder, and (ii) effect appropriate if such Note is held in book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it form, in compliance with the Applicable Procedures, deem to be cancelled any instructions for book-entry transfer of such Note. (g) After a Holder delivers a Fundamental Change Repurchase Notice with respect to a Note, such Holder may withdraw such Fundamental Change Repurchase Notice with respect to such Note or any portion of such Note in which case, upon such return principal amount equal to $1,000 or transfer, as an integral multiple of $1,000 in excess thereof by delivering to the case may be, Paying Agent a written notice of withdrawal prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Notice Repurchase Date to the Paying Agent. Any such withdrawal notice must state: (i) the principal amount of the Notes with respect thereto shall to which such notice of withdrawal pertains, which must equal $1,000 or an integral multiple of $1,000 in excess thereof; (ii) the principal amount of the Notes that remains subject to the original Fundamental Change Repurchase Notice, which portion must have a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof; and (iii) if the Notes subject to such Fundamental Change Repurchase Notice were Physical Notes, the certificate numbers of the Notes to be deemed withdrawn and the Notes that will remain subject to have been withdrawnthe Fundamental Change Repurchase Notice; provided, however, that if the Notes are Global Notes, the withdrawal notice must comply with Applicable Procedures. Upon receipt of a validly delivered withdrawal notice, the Paying Agent will promptly (i) if such notice pertains to a Physical Note or a portion of a Physical Note, return such Note or portion of a Note to such Holder, in the amount specified in such withdrawal notice; and (ii) if such notice pertains to a beneficial interest in a Global Note, in compliance with the Applicable Procedures, deem to be cancelled any instructions for book-entry transfer of such beneficial interest, in the amount specified in such withdrawal notice. If any Holder validly delivers to the Paying Agent a notice of withdrawal with respect to a Note or any portion of a Note, the Paying Agent will promptly deliver to the Company a copy of such notice of withdrawal.

Purchase at Option of Holders Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occursat any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, or an integral a multiple of $1,0001,000 principal amount, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or calendar days and not more than 35 Business Days calendar days after the Company provides date of the Fundamental Change Company Notice, Notice (as defined below) at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus together with accrued and unpaid interest to interest, if any, thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the immediately succeeding Interest Payment Date to Date, in which it relates, the Company shall instead pay case interest accrued to the Interest Payment Date will be paid to the Holder of record Holders of the Note Notes as of the close of business on immediately preceding Regular Record Date and the Fundamental Change Purchase Price payable to the Holder surrendering the Note for purchase pursuant to this Section 15.02 shall then be equal to 100% the principal amount of Notes subject to purchase. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case prior to the close of business on the second Scheduled Trading Day preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof; and (iii) that the Note subject Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the second Scheduled Trading Day preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Contemporaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date the Fundamental Change occurred, and whether such Fundamental Change is a Make-Whole Fundamental Change, in which case the Effective Date of such Make-Whole Fundamental Change shall also be specified; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate made or to be made on account of such Fundamental Change; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s expense and written request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, right at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or thereof in an integral multiple of $1,000Authorized Denomination, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close Close of business Business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interestNotes the Company purchases on such Fundamental Change Purchase Date. Notwithstanding the foregoing, there shall no Notes may be no purchase purchased at the option of any Notes the Holders pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Trustee will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes the principal amount thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is Company, which shall not be less than 20 15 calendar days or more than 35 Business Days after calendar days following the Company provides date of the Fundamental Change Company Notice, Notice at a purchase price equal to 100% of the principal amount of such Notes or such portion of the Notes to be purchasedprincipal amount of Notes, as applicable, plus accrued and unpaid interest interest, if any, thereon to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is occurs after a Regular Record Date and on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay interest the full amount of accrued and unpaid interest, if any, to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes or portions thereof, as applicable, to be purchased pursuant to this Article 15. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by such Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to this Section 15.02; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 10th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (if other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall issue a press release containing the information set forth in such Fundamental Change Company Notice or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) the Conversion Rate and, if applicable, any adjustments to the Conversion Rate; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s written request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent shall promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery and shall deem to be cancelled any instructions for book-entry transfer of a Fundamental Change Company Notice the Notes to the Paying Agent in compliance with the procedures of the Depositary (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. ‌ (a) If a Fundamental Change occursoccurs at any time prior to the Maturity Date, then each Holder shall will have the right, at such Holder’s option, right to require the Company to purchase repurchase for cash all of such Holder’s Notes, its Notes or any portion of such Holder’s its Notes that is in principal amount equal to $1,000, 1,000 or an integral multiple of $1,000, 1,000 in excess thereof on a the date (the “Fundamental Change Purchase Repurchase Date”) specified by the Company that is not less than 20 or nor more than 35 45 Business Days after following the Company provides date of the Fundamental Change Notice (or, if the Company fails to specify a Fundamental Change Repurchase Date, the 35th Business Day following the date of the Fundamental Change Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at a purchase price equal to 100% of the principal amount of the Notes to be purchasedrepurchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Repurchase Date (the “Fundamental Change Purchase Repurchase Price”); provided, however, that if the Fundamental Change Purchase Repurchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Repurchase Price shall then be will equal to 100% of the principal amount of the Note subject Notes to purchase be repurchased and will shall not include any such accrued and unpaid interest. (b) Purchases of Notes under this Section 10.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes to the Paying Agent, if the Notes are Global Notes, in compliance with the Applicable Procedures, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law. The Fundamental Change Repurchase Notice in respect of any Notes to be purchased shall state: (i) if such Note is to be repurchased in part, the principal amount of such Note to be repurchased, which principal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof; (ii) that such Note will be repurchased by the Company pursuant to the provisions of this Article 10 hereof; and (iii) if such Note is a Physical Note, the certificate number of such Note. provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures. (c) On or before the 10th calendar day after the effective date of a Fundamental Change, the Company shall provide to all Holders of the Notes (and to any beneficial owners of a Global Note, as required by applicable law) and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the “Fundamental Change Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Simultaneously with delivery of any Fundamental Change Notice to the Holders, the Trustee and the Paying Agent, the Company will publish a notice containing the same information as the Fundamental Change Notice in a newspaper of general circulation in The City of New York and on its website or through such other public medium as the Company may use at such time. Each Fundamental Change Notice shall specify: (i) briefly, the events causing such Fundamental Change; (ii) the effective date of such Fundamental Change; (iii) the last date on which a Holder may exercise its right to require the Company to repurchase its Notes as a result of such Fundamental Change under this Article 10; (iv) the procedures that a Holder must follow to require the Company to repurchase a Note; (v) the Fundamental Change Repurchase Price for each $1,000 principal amount of Notes for such Fundamental Change; (vi) the Fundamental Change Repurchase Date for such Fundamental Change; (vii) that the Fundamental Change Repurchase Price for any Note for which a Fundamental Change Repurchase Notice has been duly tendered and not validly withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time such Note is surrendered for repurchase; (viii) the name and address of the Paying Agent and of the Conversion Agent; (ix) the Conversion Rate in effect on the date of the Fundamental Change Notice (the “Fundamental Change Notice Date”) and the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Fundamental Change Notice Date; (x) any adjustments that will be made to the Conversion Rate as a result of such Fundamental Change, including any Additional Shares by which the Conversion Rate will be increased pursuant to Section 9.03 for a Holder that converts a Note “in connection with” such Fundamental Change; (xi) that any Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if such Holder withdraws such Fundamental Change Repurchase Notice in accordance with the terms of this Indenture or to the extent any portion of such Notes are not subject to such Fundamental Change Repurchase Notice; (xii) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xiii) that if a Note or portion of a Note is subject to a validly delivered Fundamental Change Repurchase Notice, unless the Company defaults in paying the Fundamental Change Repurchase Price for such Note or portion of a Note, interest, if any, on such Note or portion of a Note will cease to accrue on and after the Fundamental Change Repurchase Date; and (xiv) the CUSIP and ISIN number(s) of the Notes. If any Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice with respect to a Note or any portion of a Note, the Paying Agent will promptly deliver to the Company a copy of such Fundamental Change Repurchase Notice. Unless and until the Paying Agent receives a validly endorsed and delivered Fundamental Change Repurchase Notice with respect to a Note, together with such Note, in a form that conforms in all material aspects with the description contained in such Fundamental Change Repurchase Notice, the Holder submitting the Notes will not be entitled to receive the Fundamental Change Repurchase Price for such Note. Notwithstanding anything provided elsewhere in this Indenture, neither the failure of the Company to deliver a Fundamental Change Notice nor a defect in a Fundamental Change Notice delivered by the Company will limit the repurchase rights of any Holder under this Article 10 or impair or otherwise affect the validity of any proceedings relating to the repurchase of any Note pursuant to this Article 10. (d) Notwithstanding the foregoing, there shall be no the Company will not purchase of any Notes pursuant to under this Section 3.01 if Article 10 if, as of the Fundamental Change Repurchase Date, the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an rescinded and such acceleration resulting did not result from a Default that would be cured by the Company in the Company’s payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of Repurchase Price. (e) If, on any Fundamental Change Repurchase Date, (i) a Fundamental Change Company Repurchase Notice for a Note has been validly tendered in accordance with this Section 10.01 and has not been validly withdrawn in accordance with Section 10.02 hereof, and (except in the case of an acceleration resulting from a Default by ii) pursuant to Section 10.01(d), the Company in is not permitted to purchase Notes, the payment Paying Agent, upon receipt of written notice from the Company stating that the Company, pursuant to Section 10.01(d), is not permitted to purchase Notes, will deem such Fundamental Change Repurchase Notice withdrawn. (f) If a Holder tenders a Note for purchase pursuant to this Article 10 and, on the Fundamental Change Purchase Price with respect Repurchase Date, pursuant to such NotesSection 10.01(d), the Trustee Company is not permitted to purchase such Note, the Paying Agent will promptly (i) if such Note is a Physical Note, return such Note to the respective Holders thereof any Physical Notes tendered to it or such Holder, and (ii) effect appropriate if such Note is held in book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it form, in compliance with the Applicable Procedures, in which case, upon deem to be cancelled any instructions for book-entry transfer of such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawnNote.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company Issuer to purchase for cash all of such Holder’s Notes, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company Issuer that is not less than 20 calendar days or more than 35 Business Days after calendar days following the Company provides date on which the Issuer delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon (including Liquidated Damages), if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Issuer purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date interest payment date corresponding to which it relatessuch Record Date, the Company Issuer shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date interest payment date to the Holder of record of the such Note as of such Record Date. Purchases of Notes under this Section 4.01 shall be made, at the close option of business the Holder thereof, upon: (i) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth on Regular Record Date the reverse of the Note and of the Notes, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (ii) if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the applicable procedures of the Depository and the satisfaction of any other requirements of the Depository in connection with tendering beneficial interests in a Global Note for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall then be equal to 100% state: (i) if certificated, the certificate numbers of such Notes; (ii) the portion of the principal amount of such Notes, which must be such that the principal amount that is not to be purchased of each Note subject that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (iii) that such Notes are to be purchased by the Issuer pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 4.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.03. The Paying Agent shall promptly notify the Issuer of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change (the “Fundamental Change Notice Date”), the Issuer shall provide to all Holders of the Notes, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”), as set forth in Section 4.02 of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depository for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Issuer shall publish this information in a newspaper of general circulation in The City of New York or publish the information on the Issuer’s website or through such other public medium as the Issuer may use at that time. No failure of the Issuer to give the foregoing notices and will not include any accrued and unpaid interest. no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 4.01. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 4.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company Issuer in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent shall promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company Issuer in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depository, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close Close of business Business on the Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (1) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or nor more than 35 Business Days after following the Company provides occurrence of the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject Notes to purchase be purchased pursuant to this Article 14 and will shall not include any accrued and unpaid interest. (2) Purchases of Notes under this Section 14.01 shall be made, at the option of the Holder thereof, upon: (a) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case following delivery by the Company of the Fundamental Change Company Notice and on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (b) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the foregoingcontrary, there any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 14.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 14.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (3) Within five Business Days after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall issue a press release announcing the occurrence of such Fundamental Change (and make the press release available on its website). Each Fundamental Change Company Notice shall specify: (a) the events causing the Fundamental Change; (b) the effective date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Adjustment Event; (c) the last date on which a Holder may exercise the purchase right pursuant to this Article 14; (d) the Fundamental Change Purchase Price; (e) the Fundamental Change Purchase Date; (f) the Conversion Rate and any adjustments to the Conversion Rate, and the procedures required for exercise of a Holders right to convert its Notes; (g) the procedures required for exercise of the purchase option upon the Fundamental Change, and the procedures required for withdrawal of any such exercise; and (h) the name and address of the Paying Agent and the Conversion Agent, if applicable. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 14.01. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (4) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall will have the right, at such Holder’s option, option to require the Company to purchase for cash (a “Fundamental Change Purchase Right”) all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by day of the Company Company’s choosing that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company Notice(such day, the “Fundamental Change Purchase Date”) at a purchase price (the “Fundamental Change Purchase Price”) equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay in which case interest accrued to the Interest Payment Date will be paid to Holders as of the preceding Regular Record Date, and the price the Company is required to pay to the Holder of record of surrendering the Note as of the close of business on Regular Record Date and the Fundamental Change Purchase Price shall then for purchase will be equal to 100% of the principal amount of the Note Notes subject to purchase and will not include any accrued and unpaid interest). (b) A Holder must deliver written notice (a “Fundamental Change Purchase Notice”) of its exercise of this Fundamental Change Purchase Right to the Paying Agent during the period between the delivery of the Fundamental Change Notice and the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date in the form set forth in the global note attached as Exhibit B to this Indenture, in each case duly completed and signed, with appropriate signature guarantee, specifying the Notes for which the Fundamental Change Purchase Right is being exercised. Notwithstanding If a Holder wishes to withdraw this election, it must provide a written notice of withdrawal to the foregoingPaying Agent at any time until the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date. If the Notes are not in certificated form, there the notice given by each Holder (and any withdrawal notice) must comply with applicable Depositary procedures. (c) The Company shall mail to the Trustee and to each Holder a written notice of a Fundamental Change (the “Fundamental Change Notice”) within five Business Days after the occurrence of such Fundamental Change and issue a press release announcing the occurrence of such Fundamental Change (and make a press release available on its website). This Fundamental Change Notice shall state certain specified information, including: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Adjustment Event; (iii) the last date on which a Holder may exercise the Fundamental Change Purchase Right; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the Conversion Rate and any adjustments to the Conversion Rate, and the procedures required for exercise of a Holder’s right to convert its Notes; (vii) the procedures required for exercise of the Fundamental Change Purchase Right, and the procedures required for withdrawal of any such exercise; and (viii) the name and address of the Paying Agent and Conversion Agent. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise their Fundamental Change Purchase Right. (d) The Company shall be no required to purchase Notes that have been validly surrendered for purchase and not withdrawn on the Fundamental Change Purchase Date. The Holder will receive payment of any the Fundamental Change Purchase Price on the later of the Fundamental Change Purchase Date and the time of book-entry transfer or the delivery of such Holder’s Notes. If the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price of the Notes pursuant for which a Fundamental Change Purchase Notice has been submitted and not validly withdrawn, then: (i) such Notes shall cease to this Section 3.01 be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Note is delivered to the Paying Agent) and (ii) all other rights of the relevant Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Purchase Price and, if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the related interest payment). (e) No Notes may be purchased by the Company at the option of Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will The Paying Agent shall promptly (i) return to the respective Holders thereof any Physical Notes tendered held by it during the continuance of such an acceleration. (f) In connection with any Fundamental Change Purchase Right, the Company shall, to it or the extent applicable: (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act, to the extent such rules as applicable; (ii) effect appropriate book-entry transfers to file a Schedule TO or any successor or similar schedule, if required, under the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance Exchange Act; and (iii) otherwise comply with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawnall applicable federal and state securities laws.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes such that the remaining principal amount of each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay the full amount of such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject the Company purchases on such Fundamental Change Purchase Date; provided, further, that the Fundamental Change Purchase Date may be postponed to purchase and will not include any accrued and unpaid interestallow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date hereof. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 30 Business Days after following the Company provides the occurrence of such Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay full amount of accrued and unpaid interest accrued to the such Interest Payment Date shall be paid by the Company to the Holder of record Holders of the Note Notes as of the close of business on of such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject Notes to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes purchased pursuant to this Article 15. (b) Purchases of Notes under this Section 3.01 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Purchase Exercise Notice”) substantially in the form set forth in Attachment 2 to the form of Note attached hereto as Exhibit A, if the principal amount of Notes are Physical Notes, or in compliance with Applicable Procedures if the Notes has been acceleratedare Global Notes, and such acceleration has not been rescinded, in each case on or prior to before the close of business on the second Business Day immediately preceding the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.Date; and

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to May 1, 2012, then each Holder of Notes shall have the right, at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes, or any portion of such Holder’s Notes the principal amount thereof, that is equal to $1,000, 2,000 or an integral multiple of $1,0001,000 in excess thereof, on a date specified by the Company that is no earlier than the 20th calendar day following the date of, and no later than the 35th calendar day following the date of, delivery of the Fundamental Change Company Notice (as defined below) (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the Fundamental Change Company Notice), at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus together with accrued and unpaid interest to thereon, including Additional Interest, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the a Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it such Record Date relates, the Company shall instead pay interest accrued to the payable in respect of such Interest Payment Date shall be payable to the Holder Holders of record of the Note as of the close of business on Regular corresponding Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject Notes to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes purchased pursuant to this Section 3.01 if Article 3. The requirement for the principal amount of the Company to purchase any Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date will be subject to extension to comply with applicable law. Purchases of Notes under this Section 3.01 shall be made, at the option of the Holder thereof, upon: (except i) delivery to the Paying Agent by a Holder, prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date of a duly completed notice (the “Fundamental Change Purchase Notice”) in the case form set forth on the reverse of an acceleration resulting from a Default the Note as Exhibit C thereto; and (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company in Company) (together with all necessary endorsements) at any time prior to the payment Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date at the applicable Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price with therefor; provided that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.01 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (iii) if such Notes are Physical Notes, the certificate numbers of such Notes). In ; (iv) the event portion of the principal amount of the such Notes, which must be $2,000 or an integral multiple of $1,000 in excess thereof; and (v) that such Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default are to be purchased by the Company in pursuant to the payment applicable provisions of the Fundamental Change Purchase Price with respect to Notes and this Supplemental Indenture; provided, however, that if such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests are not in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may beglobal form, the Fundamental Change Purchase Notice must comply with respect thereto appropriate procedures of the Depositary. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Fundamental Change Purchase Notice contemplated by this Section 3.01 shall be deemed have the right to have been withdrawnwithdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.03 below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s NotesSecurities, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Security that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Security on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Security on the Interest Payment Date to the Holder of record of the Note such Security as of the close of business on such Regular Record Date Date. Purchases of Securities under this Section 3.02 shall be made, at the option of the Holder thereof, upon: (1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (2) if the Securities to be purchased are Global Securities, delivery of the Securities, by book‑entry transfer, in compliance with the Applicable Procedures of the Depository and the satisfaction of any other requirements of the Depository in connection with tendering beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Securities to be purchased shall then be equal to 100% state: (1) if certificated, the certificate numbers of such Securities; (2) the portion of the principal amount of such Securities, which must be such that the Note subject principal amount that is not to be purchased of each Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (3) that such Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Securities, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Securities, in accordance with the procedures of the Depository for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish this information in a newspaper of general circulation in The City of New York or publish the information on the Company’s or the Guarantor’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (1) the events causing the Fundamental Change; (2) the effective date of the Fundamental Change; (3) the last date on which a Holder of Securities may exercise the purchase right pursuant to this Article 3; (4) the Fundamental Change Purchase Price; (5) the Fundamental Change Purchase Date; (6) the name and address of the Paying Agent and the Exchange Agent, if applicable; (7) the applicable Exchange Rate and any adjustments to the applicable Exchange Rate; (8) that the Securities with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the Indenture; (9) that the Holder shall have the right to withdraw any Securities surrendered for purchase prior to the Fundamental Change Expiration Time; and (10) the procedures that Holders must follow to require the Company to purchase their Securities. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. no defect therein shall limit the purchase rights of the Holders of Securities or affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.02. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes Securities pursuant to this Section 3.01 3.02 if the principal amount of the Notes Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such NotesSecurities). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Securities held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice Securities (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), Securities) and shall deem to be cancelled any instructions for book‑entry transfer of the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Securities in compliance with the Applicable Proceduresprocedures of the Depository, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. (d) Notwithstanding anything to the contrary to the foregoing, the Company will not be required to purchase, or to make an offer to purchase, the Securities upon a Fundamental Change if a third party makes the offer in the manner, at the times, and otherwise in compliance with the requirements set forth in this Section 3.02 applicable to an offer by the Company to purchase the Securities upon a Fundamental Change, and such third party purchases all Securities validly tendered and not withdrawn upon such offer in the manner and otherwise in compliance with such requirements.

Purchase at Option of Holders Upon a Fundamental Change. i) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s NotesSecurities, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Security that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Security on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Security on the Interest Payment Date to the Holder of record of the Note such Security as of the close of business on such Regular Record Date Date. Purchases of Securities under this Section 3.02 shall be made, at the option of the Holder thereof, upon: (1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (2) if the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the Applicable Procedures of the Depository and the satisfaction of any other requirements of the Depository in connection with tendering beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Securities to be purchased shall then be equal to 100% state: (1) if certificated, the certificate numbers of such Securities; (2) the portion of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoingsuch Securities, there shall which must be no purchase of any Notes pursuant to this Section 3.01 if such that the principal amount that is not to be purchased of each Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (3) that such Securities are to be purchased by the Company pursuant to the applicable provisions of the Notes has been acceleratedSecurities and the Indenture. Notwithstanding anything herein to the contrary, and any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.02 shall have the right to withdraw, in whole or in part, such acceleration has not been rescinded, on or Fundamental Change Purchase Notice at any time prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default Expiration Time by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except written notice of withdrawal to the Paying Agent in the case of an acceleration resulting from a Default by accordance with Section 3.04. The Paying Agent shall promptly notify the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof receipt by it of any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawnor written notice of withdrawal thereof.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder of the Notes shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes the principal thereof that is equal to $1,000, 1,000 principal amount or an integral multiple of $1,0001,000 principal amount, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or nor more than 35 Business Days after following the date of the Fundamental Change Company Notice (or, if the Company provides fails to specify a Fundamental Change Purchase Date, the 35th Business Day following the date of the Fundamental Change Company Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, provided that if the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article 10. (b) Purchases of Notes under this Section 10.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent (and the Trustee, if not the Paying Agent) by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Applicable Procedures, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to purchase the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and will not the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 10.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 10; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent; (vii) the Conversion Rate and any adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of the Indenture; (ix) the procedures that Holders must follow to require the Company to repurchase their Notes; and (x) any other information that the Company shall reasonably determine is appropriate to include any accrued and unpaid interesttherein. Notwithstanding the foregoing, there the Company will not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. Such notice shall be by first class send to the Trustee, to the Paying Agent and to each Holder of the Notes at its address shown in the Note Register (and to beneficial owners as required by applicable law) or, in the case of Global Notes, in accordance with Applicable Procedures. Simultaneously with providing such notice, the Company shall issue a press release and publish a notice containing the information set forth in the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no purchase defect therein shall limit the Holders’ repurchase rights or affect the validity of any the proceedings for the repurchase of the Notes pursuant to this Section 3.01 10.01. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been acceleratedaccelerated (other than in connection with a default in the payment of the Fundamental Change Purchase Price), and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes)date. In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee The Paying Agent will promptly (i) return to the respective Holders thereof any Physical Notes tendered to held by it during the acceleration of the Notes (other than in connection with a default in the payment of the Fundamental Change Purchase Price), or (ii) effect appropriate any instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable ProceduresProcedures shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, option to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a date the day (the “Fundamental Change Purchase Date”) specified by of the Company Company’s choosing that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company Notice, at a purchase price (the “Fundamental Change Purchase Price”) equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it such Regular Record Date relates, the Company shall instead pay in which case interest accrued to the Interest Payment Date shall be paid to the Holder of record Holders of the Note Notes as of the close of business on preceding Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note Notes subject to purchase pursuant to this Article 15 and will not include any accrued and unpaid interest). (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case during the period between the delivery of the Fundamental Change Company Notice and the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the foregoingcontrary, there any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 10th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall issue a press release announcing the occurrence of the effective date of the Fundamental Change (and make the press release available on the Company’s website). Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate, any adjustments to the Conversion Rate and the procedures that Holders must follow to require the Company to convert their Notes; and (viii) the procedures that Holders must follow to exercise their right to require the Company to purchase their Notes, and the procedures required for withdrawal of any such exercise. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall will have the right, at such Holder’s option, option to require the Company to purchase for cash (a “Fundamental Change Purchase Right”) all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by day of the Company Company’s choosing that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company Notice(such day, the “Fundamental Change Purchase Date”) at a purchase price (the “Fundamental Change Purchase Price”) equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay in which case interest accrued to the Interest Payment Date will be paid to Holders as of the preceding Regular Record Date, and the price the Company is required to pay to the Holder of record of surrendering the Note as of the close of business on Regular Record Date and the Fundamental Change Purchase Price shall then for purchase will be equal to 100% of the principal amount of the Note Notes subject to purchase and will not include any accrued and unpaid interest). (b) A Holder must deliver written notice (a “Fundamental Change Purchase Notice”) of its exercise of this Fundamental Change Purchase Right to the Paying Agent during the period between the delivery of the Fundamental Change Notice and the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date in the form set forth in the global note attached as Exhibit B to this Indenture, in each case duly completed and signed, with appropriate signature guarantee, specifying the Notes for which the Fundamental Change Purchase Right is being exercised. Notwithstanding If a Holder wishes to withdraw this election, it must provide a written notice of withdrawal to the foregoingPaying Agent at any time until the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date. If the Notes are not in certificated form, there the notice given by each Holder (and any withdrawal notice) must comply with applicable DTC procedures. (c) The Company shall mail to the Trustee and to each Holder a written notice of a Fundamental Change (the “Fundamental Change Notice”) within five Business Days after the occurrence of such Fundamental Change and issue a press release announcing the occurrence of such Fundamental Change (and make a press release available on its website). This Fundamental Change Notice shall state certain specified information, including: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Adjustment Event; (iii) the last date on which a Holder may exercise the Fundamental Change Purchase Right; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the Conversion Rate and any adjustments to the Conversion Rate, and the procedures required for exercise of a Holder’s right to convert its Notes; (vii) the procedures required for exercise of the Fundamental Change Purchase Right, and the procedures required for withdrawal of any such exercise; and (viii) the name and address of the Paying Agent and Conversion Agent. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise their Fundamental Change Purchase Right. (d) The Company shall be no required to purchase Notes that have been validly surrendered for purchase and not withdrawn on the Fundamental Change Purchase Date. The Holder will receive payment of any the Fundamental Change Purchase Price on the later of the Fundamental Change Purchase Date and the time of book-entry transfer or the delivery of such Holder’s Notes. If the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price of the Notes pursuant for which a Fundamental Change Purchase Notice has been submitted and not validly withdrawn, then: (i) such Notes shall cease to this Section 3.01 be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Note is delivered to the Paying Agent) and (ii) all other rights of the relevant Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Purchase Price and, if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the related interest payment). (e) No Notes may be purchased by the Company at the option of Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will The Paying Agent shall promptly (i) return to the respective Holders thereof any Physical Notes tendered held by it during the continuance of such an acceleration. (f) In connection with any Fundamental Change Purchase Right, the Company shall, to it or the extent applicable: (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act, to the extent such rules as applicable; (ii) effect appropriate book-entry transfers to file a Schedule TO or any successor or similar schedule, if required, under the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance Exchange Act; and (iii) otherwise comply with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawnall applicable federal and state securities laws.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the Company provides date of the Fundamental Change Company Notice, Notice at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay interest accrued to the pay, on or before such Interest Payment Date Date, the full amount of accrued and unpaid interest to the Holder Holders of record of the Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article III. (b) Repurchases of Notes under this ‎Section 3.01 shall be made, at the Note subject option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form of Attachment 2 to Exhibit A hereto, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be repurchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (iii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (iv) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that, if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this ‎Section 3.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a notice of withdrawal to the Paying Agent in accordance with‎ Section 3.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or notice of withdrawal thereof. (c) On or before the fifth Business Day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Effective Date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the Applicable Procedures. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the Effective Date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this‎ Section 3.01; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and will not include address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any accrued adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and unpaid interestno defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this‎ Section 3.01. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company; provided, further that the Company shall have delivered to the Trustee, at least five Business Days before the Fundamental Change Company Notice is required to be given to the Holders (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Fundamental Change Company Notice and including the information required by Section 3.01(c). Neither the Trustee nor the Paying Agent shall be responsible for determining if a Fundamental Change has occurred or for delivering a Fundamental Change Company Notice to Holders or for the content of any Fundamental Change Company Notice. (d) Notwithstanding the foregoing, there shall no Notes may be no purchase repurchased by the Company on any date at the option of any Notes pursuant to this Section 3.01 the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable ProceduresProcedures shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If (a) Subject to Section 14.12, if a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after the Company provides occurrence of the effective date of such Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject Notes to purchase be purchased pursuant to this Article 15 and will shall not include any accrued and unpaid interest. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case during the period between the delivery of the Fundamental Change Company Notice and the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the foregoingcontrary, there any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. No Fundamental Change Purchase Notice with respect to any Notes may be surrendered by a Holder thereof if such Holder has also surrendered a Purchase Notice and has not validly withdrawn such Purchase Notice in accordance with Section 15.03. (c) On or before the 20th day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee, the Conversion Agent (in the case of a Conversion Agent other than the Trustee) and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Adjustment Event; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the Conversion Rate and any adjustments to the Conversion Rate, and the procedures that Holders must follow to convert their Notes; (vii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; (viii) the procedures that Holders must follow to exercise their right to require the Company to purchase their Notes, and the procedures that Holders must follow for withdrawal of any such exercise; and (ix) the name and address of the Paying Agent and the Conversion Agent. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s written request, 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s 's option, to require the Company to purchase for cash all of such Holder’s 's Notes, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interestthe Company purchases on such Fundamental Change Purchase Date. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to the Maturity Date, then each Holder shall will have the right, at such Holder’s option, right to require the Company to purchase repurchase for cash all of such Holder’s Notes, its Notes or any portion of such Holder’s its Notes that is in principal amount equal to $1,000, 1,000 or an integral multiple of $1,000, 1,000 in excess thereof on a the date (the “"Fundamental Change Purchase Repurchase Date”") specified by the Company that is not less than 20 or nor more than 35 45 Business Days after following the Company provides date of the Fundamental Change Notice (or, if the Company fails to specify a Fundamental Change Repurchase Date, the 35th Business Day following the date of the Fundamental Change Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at a purchase price equal to 100% of the principal amount of the Notes to be purchasedrepurchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Repurchase Date (the “"Fundamental Change Purchase Repurchase Price”"); provided, however, that if the Fundamental Change Purchase Repurchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Repurchase Price shall then be will equal to 100% of the principal amount of the Note subject Notes to purchase be repurchased and will shall not include any such accrued and unpaid interest. (b) Purchases of Notes under this Section 10.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes to the Paying Agent, if the Notes are Global Notes, in compliance with the Applicable Procedures, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law. The Fundamental Change Repurchase Notice in respect of any Notes to be purchased shall state: (i) if such Note is to be repurchased in part, the principal amount of such Note to be repurchased, which principal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof; (ii) that such Note will be repurchased by the Company pursuant to the provisions of this Article 10 hereof; and (iii) if such Note is a Physical Note, the certificate number of such Note. provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures. (c) On or before the 10th calendar day after the effective date of a Fundamental Change, the Company shall provide to all Holders of the Notes (and to any beneficial owners of a Global Note, as required by applicable law) and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the "Fundamental Change Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Simultaneously with delivery of any Fundamental Change Notice to the Holders, the Trustee and the Paying Agent, the Company will publish a notice containing the same information as the Fundamental Change Notice in a newspaper of general circulation in The City of New York and on its website or through such other public medium as the Company may use at such time. Each Fundamental Change Notice shall specify: (i) briefly, the events causing such Fundamental Change; (ii) the effective date of such Fundamental Change; (iii) the last date on which a Holder may exercise its right to require the Company to repurchase its Notes as a result of such Fundamental Change under this Article 10; (iv) the procedures that a Holder must follow to require the Company to repurchase a Note; (v) the Fundamental Change Repurchase Price for each $1,000 principal amount of Notes for such Fundamental Change; (vi) the Fundamental Change Repurchase Date for such Fundamental Change; (vii) that the Fundamental Change Repurchase Price for any Note for which a Fundamental Change Repurchase Notice has been duly tendered and not validly withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time such Note is surrendered for repurchase; (viii) the name and address of the Paying Agent and of the Conversion Agent; (ix) the Conversion Rate in effect on the date of the Fundamental Change Notice (the "Fundamental Change Notice Date") and the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Fundamental Change Notice Date; (x) any adjustments that will be made to the Conversion Rate as a result of such Fundamental Change, including any Additional Shares by which the Conversion Rate will be increased pursuant to Section 9.03 for a Holder that converts a Note "in connection with" such Fundamental Change; (xi) that any Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if such Holder withdraws such Fundamental Change Repurchase Notice in accordance with the terms of this Indenture or to the extent any portion of such Notes are not subject to such Fundamental Change Repurchase Notice; (xii) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xiii) that if a Note or portion of a Note is subject to a validly delivered Fundamental Change Repurchase Notice, unless the Company defaults in paying the Fundamental Change Repurchase Price for such Note or portion of a Note, interest, if any, on such Note or portion of a Note will cease to accrue on and after the Fundamental Change Repurchase Date; and (xiv) the CUSIP and ISIN number(s) of the Notes. If any Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice with respect to a Note or any portion of a Note, the Paying Agent will promptly deliver to the Company a copy of such Fundamental Change Repurchase Notice. Unless and until the Paying Agent receives a validly endorsed and delivered Fundamental Change Repurchase Notice with respect to a Note, together with such Note, in a form that conforms in all material aspects with the description contained in such Fundamental Change Repurchase Notice, the Holder submitting the Notes will not be entitled to receive the Fundamental Change Repurchase Price for such Note. Notwithstanding anything provided elsewhere in this Indenture, neither the failure of the Company to deliver a Fundamental Change Notice nor a defect in a Fundamental Change Notice delivered by the Company will limit the repurchase rights of any Holder under this Article 10 or impair or otherwise affect the validity of any proceedings relating to the repurchase of any Note pursuant to this Article 10. (d) Notwithstanding the foregoing, there shall be no the Company will not purchase of any Notes pursuant to under this Section 3.01 if Article 10 if, as of the Fundamental Change Repurchase Date, the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an rescinded and such acceleration resulting did not result from a Default that would be cured by the Company in the Company's payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of Repurchase Price. (e) If, on any Fundamental Change Repurchase Date, (i) a Fundamental Change Company Repurchase Notice for a Note has been validly tendered in accordance with this Section 10.01 and has not been validly withdrawn in accordance with Section 10.02 hereof, and (except in the case of an acceleration resulting from a Default by ii) pursuant to Section 10.01(d), the Company in is not permitted to purchase Notes, the payment Paying Agent, upon receipt of written notice from the Company stating that the Company, pursuant to Section 10.01(d), is not permitted to purchase Notes, will deem such Fundamental Change Repurchase Notice withdrawn. (f) If a Holder tenders a Note for purchase pursuant to this Article 10 and, on the Fundamental Change Purchase Price with respect Repurchase Date, pursuant to such NotesSection 10.01(d), the Trustee Company is not permitted to purchase such Note, the Paying Agent will promptly (i) if such Note is a Physical Note, return such Note to the respective Holders thereof any Physical Notes tendered to it or such Holder, and (ii) effect appropriate if such Note is held in book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it form, in compliance with the Applicable Procedures, in which case, upon deem to be cancelled any instructions for book-entry transfer of such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawnNote.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder Noteholder shall have the right, at such Holder’s holder's option, to require the Company to purchase for cash all of such Holder’s Notes, holder's Notes or any portion of such Holder’s Notes thereof that is equal to $1,000, or an integral a multiple of $1,000US$1,000 principal amount, for cash on a the date (the “Fundamental Change Purchase Date”"FUNDAMENTAL CHANGE PURCHASE DATE") specified by the Company that is not less than 20 or twenty (20) Business Days and not more than 35 thirty-five (35) Business Days after the Company provides date of the Fundamental Change Company Notice, Notice (as defined below) at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus together with accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”"FUNDAMENTAL CHANGE PURCHASE PRICE"); provided. However, however, that if the Fundamental Change Purchase Date is occurs after a Regular Record Date record date and on or prior to the corresponding Interest Payment Date to which it relatesDate, the Company shall instead will pay the full amount of accrued and unpaid interest accrued to the due on such Interest Payment Date to the Holder of record of holder on the Note as of the close of business on Regular Record Date record date corresponding to such Interest Payment Date, and the Fundamental Change Purchase Price shall then payable to the holder who presents the note for purchase will be equal to 100% of the principal amount of the Note subject to purchase such note and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there Repurchases of Notes under this Section 16.02 shall be no purchase made, at the option of the holder thereof, upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (the "FUNDAMENTAL CHANGE PURCHASE NOTICE") in the form set forth on the reverse of the Note by the close of business on or before the fifth Business Day prior to the Fundamental Change Purchase Date; and (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any Notes time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery being a condition to receipt by the holder of the Fundamental Change Purchase Price therefor; provided that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.01 16.02 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice. The Fundamental Change Purchase Notice shall state: (A) if certificated, the certificate numbers of Notes to be delivered for purchase; (B) the principal amount of Notes to be purchased, which must be US$1,000 or an integral multiple thereof; and (C) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 16.02 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Note. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 16.02(c). In connection with any purchase by the Company contemplated pursuant to the provisions of this Section 16.02, the Company shall (a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act; (b) file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and (c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to purchase the Notes. Any Note that is to be purchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal of the Note so surrendered. (b) On or before the twentieth Business Day after we know or reasonably should know of the occurrence of a Fundamental Change, the Company shall provide to all holders of record of the Notes and the Trustee and Paying Agent a notice (the "FUNDAMENTAL CHANGE COMPANY NOTICE") of the occurrence of such Fundamental Change and of the purchase right at the option of the holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein once in a newspaper of general circulation in The City of New York or publish such information on the Company's website or through such other public medium as the Company may use at such time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Purchase Date and the last date on which a holder may exercise the purchase right; (iv) the Fundamental Change Purchase Price; (v) the name and address of the Paying Agent and the Conversion Agent; (vi) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate (including the number of Additional ADSs, if any); (vii) that the Notes with respect to which a Fundamental Change Purchase Notice has been accelerated, and such acceleration has not been rescinded, delivered by a holder may be converted only if the holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; (viii) that the holder must exercise the purchase right on or prior to the close of business on the fifth Business Day prior to the Fundamental Change Purchase Date (except in the case "FUNDAMENTAL CHANGE EXPIRATION TIME"); 100 (ix) that the holder shall have the right to withdraw any Notes surrendered prior to the close of an acceleration resulting from a Default by business on the Company in the payment of Business Day prior to the Fundamental Change Purchase Price with respect Expiration Time; and (x) the procedures that holders must follow to such require the Company to purchase their Notes). In No failure of the event Company to give the principal amount foregoing notices and no defect therein shall limit the Noteholders' purchase rights or affect the validity of the proceedings for the purchase of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect pursuant to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawnthis Section 16.02.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, option to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a date the day of the Company’s choosing (such day, the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company Notice, at a purchase price (the “Fundamental Change Purchase Price”) equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it such Regular Record Date relates, the Company shall instead pay in which case interest accrued to the Interest Payment Date shall be paid to the Holder of record Holders of the Note Notes as of the close of business on preceding Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note Notes subject to purchase pursuant to this Article 15 and will not include any accrued and unpaid interest). (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case during the period between the delivery of the Fundamental Change Company Notice and the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the foregoingcontrary, there any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 5th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. The Company shall issue a press release announcing the occurrence of the effective date of the Fundamental Change (and make the press release available on the Company’s website). Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Event; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate, any adjustments to the Conversion Rate and any Make-Whole Payment; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date Date. Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A and of the Notes, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (ii) if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Note for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall then be equal to 100% state: (i) if certificated, the certificate numbers of such Notes; (ii) the portion of the principal amount of such Notes, which must be such that the principal amount that is not to be purchased of each Note subject that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (iii) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee, the Conversion Agent and the Paying Agent (in the case of any Conversion Agent or Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a press release containing this information or publish this information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder of Notes may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; (ix) that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration Time; and (x) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will no defect therein shall limit the purchase rights of the Holders of Notes or affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 15.02. Notwithstanding anything herein to the contrary, the Company shall not include be required to deliver a Fundamental Change Company Notice or to purchase any accrued Notes upon the occurrence of a Fundamental Change if the Company has delivered a Redemption Notice for all of the Notes in accordance with Section 16.02, unless and unpaid interest. until there is a default in the payment of the Redemption Price. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 15.02 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be canceled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occursat any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, or an integral a multiple of $1,0001,000 principal amount, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or calendar days and not more than 35 Business Days calendar days after the Company provides date of the Fundamental Change Company Notice, Notice (as defined below) at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus together with accrued and unpaid interest to interest, if any, thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the immediately succeeding Interest Payment Date to Date, in which it relates, the Company shall instead pay case interest accrued to the Interest Payment Date will be paid to the Holder of record Holders of the Note Notes as of the close of business on immediately preceding Regular Record Date and the Fundamental Change Purchase Price payable to the Holder surrendering the Note for purchase pursuant to this Section 15.02 shall then be equal to 100% the principal amount of Notes subject to purchase. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (iii) The CUSIP number(s) and in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (iv) the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof; and (v) that the Note subject Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Contemporaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date the Fundamental Change occurred, and whether such Fundamental Change is a Make-Whole Fundamental Change, in which case the Effective Date of such Make-Whole Fundamental Change shall also be specified; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate made or to be made on account of such Fundamental Change; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s expense and written request no later than 10 Business Days prior to the effective date of the Fundamental Change (or such shorter time as the Trustee may agree),, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder of the Notes shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes the principal thereof that is equal to $1,000, 1,000 principal amount or an integral multiple of $1,0001,000 principal amount, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or nor more than 35 Business Days after following the date of the Fundamental Change Company Notice (or, if the Company provides fails to specify a Fundamental Change Purchase Date, the 35th Business Day following the date of the Fundamental Change Company Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, provided that if the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article 10. (b) Purchases of Notes under this Section 10.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent (and the Trustee, if not the Paying Agent) by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Applicable Procedures, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to purchase the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and will not the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 10.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 10.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 10; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent; (vii) the Conversion Rate and any adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of the Indenture; (ix) the procedures that Holders must follow to require the Company to repurchase their Notes; and (x) any other information that the Company shall reasonably determine is appropriate to include any accrued and unpaid interesttherein. Notwithstanding the foregoing, there the Company will not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. Such notice shall be by first class mail to the Trustee, to the Paying Agent and to each Holder of the Notes at its address shown in the Note Register (and to beneficial owners as required by applicable law) or, in the case of Global Notes, in accordance with Applicable Procedures. Simultaneously with providing such notice, the Company shall issue a press release and publish a notice containing the information set forth in the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no purchase defect therein shall limit the Holders’ repurchase rights or affect the validity of any the proceedings for the repurchase of the Notes pursuant to this Section 3.01 10.01. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been acceleratedaccelerated (other than in connection with a default in the payment of the Fundamental Change Purchase Price), and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes)date. In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee The Paying Agent will promptly (i) return to the respective Holders thereof any Physical Notes tendered to held by it during the acceleration of the Notes (other than in connection with a default in the payment of the Fundamental Change Purchase Price), or (ii) effect appropriate any instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable ProceduresProcedures shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or nor more than 35 Business Days after following the Company provides occurrence of the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject Notes to purchase be purchased pursuant to this Article 14 and will shall not include any accrued and unpaid interest. (b) Purchases of Notes under this Section 14.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case following delivery by the Company of the Fundamental Change Company Notice and on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the foregoingcontrary, there any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 14.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 14.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) Within five Business Days after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall issue a press release announcing the occurrence of such Fundamental Change (and make the press release available on its website). Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Adjustment Event; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 14; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the Conversion Rate and any adjustments to the Conversion Rate, and the procedures required for exercise of a Holders right to convert its Notes; (vii) the procedures required for exercise of the purchase option upon the Fundamental Change, and the procedures required for withdrawal of any such exercise; and (viii) the name and address of the Paying Agent and the Conversion Agent, if applicable. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 14.01. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a In the event any Fundamental Change occurs, then each Holder the Issuer shall have the right, at such Holder’s option, to require the Company offer to purchase for cash (a “Fundamental Change Purchase Offer”) all of such Holder’s Notes, outstanding Notes (or any portion of such Holder’s Notes portions thereof that is equal to are $1,000, 1,000 in principal amount or an integral multiple multiples of $1,0001,000 in excess thereof), on a date selected by the Issuer (the “Fundamental Change Purchase Date”), which Fundamental Change Purchase Date shall be no later than thirty five (35) specified by the Company that is not less calendar days, nor earlier than 20 or more than 35 Business Days twenty (20) calendar days, after the Company provides date the Fundamental Change Company NoticeNotice (as defined below) is delivered in accordance with Section 11.02, at a purchase price price, payable in cash, equal to one hundred percent (100% %) of the principal amount of the Notes (or portions thereof) to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date so purchased (the “Fundamental Change Purchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Purchase Date; provided, however, that if the Issuer purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Record Date, the Company Issuer shall instead pay the full amount of such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder holder of record of the such Note as of the close of business on Regular such Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject the Issuer purchases on such Fundamental Change Purchase Date; provided, further, that the Fundamental Change Purchase Date may be delayed to purchase and will not include any accrued and unpaid interestallow the Issuer to comply with applicable law. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 11.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company Issuer in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company Issuer in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or nor more than 35 Business Days after following the Company provides occurrence of the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, in addition to, and not included in, the Fundamental Change Purchase Price, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject Notes to purchase be purchased pursuant to this Article 14 and will shall not include any accrued and unpaid interestinterest to be paid as a portion of such semi-annual interest payment. (b) Purchases of Notes under this Section 14.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case following delivery by the Company of the Fundamental Change Company Notice and on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the foregoingcontrary, there any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 14.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 14.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) Within five Business Days after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall issue a press release announcing the occurrence of such Fundamental Change (and make the press release available on its website). Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Adjustment Event; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 14; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the Conversion Rate and any adjustments to the Conversion Rate, and the procedures required for exercise of a Holders right to convert its Notes; (vii) the procedures required for exercise of the purchase option upon the Fundamental Change, and the procedures required for withdrawal of any such exercise; and (viii) the name and address of the Paying Agent and the Conversion Agent, if applicable. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 14.01. At the Company’s request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent shall promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to July 15, then 2016, each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the Company provides date of the Fundamental Change Company Notice, Notice at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article 15. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be repurchased shall state: A. in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; B. the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof; and C. that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no purchase Holders’ repurchase rights or affect the validity of any the proceedings for the repurchase of the Notes pursuant to this Section 3.01 15.02. At the Company’s written request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. (e) Notwithstanding the foregoing, the Company will not be required to make an offer to repurchase Notes upon a Fundamental Change if a third party makes such an offer in the manner and at the times required and otherwise in compliance with the requirements for an offer made by the Company pursuant to this Article 15 and such third party purchases all Notes validly tendered and not validly withdrawn under its offer.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes such that the remaining principal amount of each Note that is equal to not purchased in full equals $1,000, 200,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay the full amount of such accrued and unpaid interest accrued to on such Note (determined in the manner set forth in Section 3.06) on such Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interestthe Company purchases on such Fundamental Change Purchase Date. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date Date. Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A and of the Notes, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (ii) if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Note for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall then be equal to 100% state: (i) if certificated, the certificate numbers of such Notes; (ii) the portion of the principal amount of such Notes, which must be such that the principal amount that is not to be purchased of each Note subject that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (iii) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee, the Exchange Agent and the Paying Agent (in the case of any Exchange Agent or Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a press release containing this information or publish this information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder of Notes may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Exchange Agent, if applicable; (vii) the applicable Exchange Rate and any adjustments to the applicable Exchange Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; (ix) that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration Time; and (x) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will no defect therein shall limit the purchase rights of the Holders of Notes or affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 15.02. Notwithstanding anything herein to the contrary, the Company shall not include be required to deliver a Fundamental Change Company Notice or to purchase any accrued Notes upon the occurrence of a Fundamental Change if the Company has delivered a Redemption Notice for all of the Notes in accordance with Section 16.02, unless and unpaid interest. until there is a default in the payment of the Redemption Price. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 15.02 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be canceled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Note that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a cash purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close of business on such Regular Record Date Date. Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A and of the Notes, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (ii) if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Note for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall then be equal to 100% state: (1) if certificated, the certificate numbers of such Notes; (2) the portion of the principal amount of such Notes, which must be such that the principal amount that is not to be purchased of each Note subject that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (3) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee, the Exchange Agent and the Paying Agent (in the case of any Exchange Agent or Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a press release containing this information or publish this information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder of Notes may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Exchange Agent, if applicable; (vii) the applicable Exchange Rate and any adjustments to the applicable Exchange Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; (ix) that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration Time; and (x) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will no defect therein shall limit the purchase rights of the Holders of Notes or affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 15.02. Notwithstanding anything herein to the contrary, the Company shall not include be required to deliver a Fundamental Change Company Notice or to purchase any accrued Notes upon the occurrence of a Fundamental Change if the Company has delivered a Redemption Notice for all of the Notes in accordance with Section 16.02, unless and unpaid interest. until there is a default in the payment of the Redemption Price. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 15.02 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,0001.00, or an integral multiple of $1,000, 1.00 on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company NoticeChange, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on preceding Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, Notes or any portion of such Holder’s Notes the principal amount thereof that is equal to $1,000, 1,000 or an integral a multiple of $1,000, for cash on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after days following the Company provides date of the Company’s Fundamental Change Company Notice, Notice at a purchase price (the “Fundamental Change Purchase Price”) equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is after a Regular Record Date and but on or prior to the corresponding Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder of record at the Close of the Note as of the close of business Business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Notes to be purchased). (b) Purchases of Notes under this Section 14.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date (the “Fundamental Change Expiration Time”); and (ii) delivery of the Notes to be purchased, if the Notes are Physical Notes, to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), or book-entry transfer of the Notes to be purchased, if the Notes are Global Notes, in compliance with the Depositary’s procedures, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. (c) The Fundamental Change Purchase Notice shall state: (i) if the Notes are Physical Notes, the certificate numbers of Notes to be delivered for purchase; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple thereof, and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate procedures of the Depositary. (d) Any purchase by the Company contemplated pursuant to the provisions of this Section 14.01 shall be consummated by payment of the Fundamental Change Purchase Price to the Holder on the later of the Fundamental Change Purchase Date and the time of the book-entry transfer or delivery of the Note surrendered for purchase. (e) The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 14.01(j). (f) Any Note that is to be purchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination such that the aggregate principal amount of such new Note or Notes is equal to the unpurchased portion of the principal amount of the Note so surrendered,. (g) On or before the 20th day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes and the Trustee and Paying Agent a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the resulting purchase right. Such mailing shall be by first class mail or, in the case of Global Notes, in accordance with applicable procedures of the Depositary. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein in a newspaper of general circulation in The City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at such time. (h) Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent; (vii) the Conversion Rate and any adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; (ix) the procedures that Holders must follow to require the Company to purchase their Notes; (x) that the Holder must exercise the purchase right before the Fundamental Change Expiration Time; and (xi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 14.01. (i) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Trustee (or other Paying Agent appointed by the event Company) will promptly return to the principal amount respective Holders thereof any certificated Notes held by it during the acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. (j) A Fundamental Change Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Trustee (or other Paying Agent appointed by the Company) in accordance with the Fundamental Change Purchase Company Notice at any time prior to the Fundamental Change Expiration Time, specifying: (i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; (ii) if Physical Notes have been issued, the certificate numbers of the withdrawn Notes; and (iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Purchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; provided, however, that if the Notes are Global Notes, the notice must comply with appropriate procedures of the Depositary. (k) On or prior to 11:00 a.m. (local time in The City of New York) on the Fundamental Change Purchase Date, the Company will deposit with the Trustee (or other Paying Agent appointed by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 6.05) an amount of money sufficient to pay the Fundamental Change Purchase Price on all of the Notes to be purchased. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made on the later of (x) the Fundamental Change Purchase Date with respect to such Note (provided the Holder has satisfied the conditions to the payment of the Fundamental Change Purchase Price in Section 14.01) and (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 14.01 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (l) If the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to purchase on the Fundamental Change Purchase Date all the Notes or portions thereof that are to be purchased as of such Fundamental Change Purchase Date, then on and after the Fundamental Change Purchase Date (i) such Notes will cease to be outstanding and interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (ii) all other rights of the Holders of such Notes will terminate, other than the right to receive the Fundamental Change Purchase Price upon delivery of the Notes.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company NoticeChange, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on preceding Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee Paying Agent will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers deliveries to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,0001,000 (or $1.00, or an integral multiple of $1.00, following any PIK Payment on such Note or with respect to a PIK Interest Note), on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the occurrence of such Fundamental Change Company NoticeChange, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on preceding Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to the Maturity Date, then each Holder shall have as long as the rightFundamental Change Repurchase Condition has been satisfied, at such Holder’s option, to require the Company shall offer to purchase repurchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a the date (the “Fundamental Change Purchase Repurchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after following the Company provides date of the Fundamental Change Company Notice, Notice at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding not including, the Fundamental Change Purchase Repurchase Date (the “Fundamental Change Purchase Repurchase Price”); provided, however, that if unless the Fundamental Change Purchase Repurchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Repurchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article 15. As a condition to paying the Fundamental Change Repurchase Price upon the occurrence of a Fundamental Change (the “Fundamental Change Repurchase Condition”): (i) the required lenders under the Senior Credit Facility shall have consented to such payment being made and waived any event of default thereunder caused by the applicable Fundamental Change; (ii) the Company shall have repaid all outstanding indebtedness under, and terminated, the Senior Credit Facility; or (iii) the Company shall have offered to repay all such indebtedness and made payment to the lenders of the Senior Credit Facility that accepted such offer and obtained (x) consent for the payment of the Fundamental Change Repurchase Price and (y) a waiver of any event of default arising under the Senior Credit Facility caused by the applicable Fundamental Change, in each case, from the required percentage of the remaining lenders. The Company shall obtain the required consents and waivers from the lenders under the Senior Credit Facility or make any repayments of indebtedness thereunder as necessary to ensure that the Fundamental Change Repurchase Condition has been satisfied prior to the Fundamental Change Repurchase Date. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the applicable procedures of the Depositary for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes (together with all necessary endorsements for transfer), if the Notes are Physical Notes, to the Paying Agent at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the applicable procedures of the Depositary, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; such delivery is a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: A. in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; B. the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof; and C. that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate procedures of the Depositary. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. If a Holder has delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall mail or otherwise furnish to all Holders of Notes and the Trustee and the Paying Agent (if other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and, if applicable, of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall issue a press release and publish a notice containing the information set forth in the Fundamental Change Company Notice on the Company’s website (or through such other public medium as the Company may use at that time). Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Condition has been satisfied and, if not, any actions that the Company is taking or intends to take to ensure that such condition is satisfied prior to the Fundamental Change Repurchase Date; (vi) the Fundamental Change Repurchase Date; (vii) the name and address of the Paying Agent and the Conversion Agent (if other than the Trustee); (viii) the Conversion Rate and any adjustments to the Conversion Rate, including any adjustment as described under Section 14.03; (ix) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and (x) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s written request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. If the Fundamental Change Repurchase Condition has not been satisfied prior to the delivery of the Fundamental Change Company Notice and is thereafter satisfied prior to the Fundamental Change Repurchase Date, the Company shall so notify Holders and publish a notice thereof on its website or through such other public medium as the Company may use at that time, within one Business Day of the Fundamental Change Repurchase Condition being satisfied. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Repurchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Repurchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes thereof that is equal to $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the Company provides date of the Fundamental Change Company Notice, Notice at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon to, but excluding not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if unless the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest accrued to the Interest Payment Date to the Holder Holders of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article 15. (b) Purchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note subject attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor. The Fundamental Change Purchase Notice in respect of any Notes to be repurchased shall state: A. in the case of Physical Notes, the certificate numbers of the Notes to be delivered for purchase; B. the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof; and C. that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Purchase Notice must comply with appropriate procedures of the Depositary. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. If a Holder has delivered a Fundamental Change Purchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has validly withdrawn such Fundamental Change Purchase Notice in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice or on the Company’s website or through a press release or such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article 15; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent; (vii) the Conversion Rate and any adjustments to the Conversion Rate; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. Notwithstanding no defect therein shall limit the foregoing, there shall be no Holders’ purchase rights or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 15.02. At the Company’s written request, the Trustee 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 Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be purchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Paying Agent will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof or any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Proceduresprocedures of the Depositary shall be deemed to have been cancelled, in which caseand, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. (e) Notwithstanding the foregoing, the Company will not be required to make an offer to purchase Notes upon a Fundamental Change if a third party makes such an offer in the manner and at the times required and otherwise in compliance with the requirements for an offer made by the Company pursuant to this Article 15 and such third party purchases all Notes validly tendered and not validly withdrawn under its offer.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes the principal thereof that is equal to $1,000, 1,000 or an integral multiple of $1,000, on a the date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days after following the Company provides date of the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to interest, if any, to, but excluding not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, provided that if the Fundamental Change Purchase Date is falls after a Regular Record Date and but on or prior to the Interest Payment Date to which it such Regular Record Date relates, then the Company shall instead pay interest the full amount of accrued to the Interest Payment Date and unpaid interest, if any, to the Holder of record of the Note as of the close of business on such Regular Record Date Date, and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of Notes to be purchased pursuant to this Article V. (b) On or before the Note subject 20th Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders and the Trustee and the Paying Agent (if other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the purchase right pursuant to this Article V; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent; (vii) the Conversion Rate and any adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if such Holder validly withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Indenture (or, in the case of a Global Note, complies with the Applicable Procedures with respect to such a withdrawal); and (ix) the procedures that Holders must follow to require the Company to purchase their Notes. Simultaneously with providing such Fundamental Change Company Notice, the Company shall issue a press release containing the information in such Fundamental Change Company Notice and will not include any accrued shall make such press release available on the Company’s website. At the Company’s request, the Trustee shall give such notice in the Company’s name and unpaid interest. Notwithstanding at the foregoingCompany’s expense; provided, there however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In such a case, the Company shall deliver such notice to the Trustee at least two Business Days prior to the date that the notice is required to be given to the Holders (unless a shorter notice period shall be agreed to by the Trustee), together with Officer’s Certificate requesting that the Trustee give such notice. Such notice shall be delivered to the Trustee, to the Paying Agent (if other than the Trustee) and to each Holder at its address shown in the Security Register (and to the beneficial owner as required by applicable law) or, in the case of Global Notes, in accordance with the Applicable Procedures. No failure of the Company to give the foregoing notices and no defect therein shall limit the purchase rights of the Holders or affect the validity of the proceedings for the purchase of any the Notes pursuant to this Section 3.01 if 5.01. (c) Purchases of Notes under this Section 5.01 shall be made, at the principal amount option of the Notes has been acceleratedHolder thereof, and such acceleration has not been rescinded, upon delivery to the Paying Agent by a Holder on or prior to before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date Date, of: (except i) a duly completed notice in the case form entitled “Form of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In Notice” set forth in Exhibit A hereto (the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the “Fundamental Change Purchase Price Notice”) if the Notes are Certificated Notes, or in compliance with respect to such the Applicable Procedures, if the Notes are Global Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or ; and (ii) effect appropriate the Notes, if the Notes are Certificated Notes, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Notes, if the Notes are Global Note tendered to it Notes, in compliance with the Applicable Procedures, in which case, upon each case such return or transfer, as delivery being a condition to receipt by the case may be, Holder of the Fundamental Change Purchase Price therefor. (d) The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) in the case of Certificated Notes, the certificate numbers of the Notes to be delivered for purchase; (ii) the portion of the principal amount of the Notes to be purchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Holder must comply with respect thereto the Applicable Procedures. The Paying Agent shall be deemed to have been withdrawnpromptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Purchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occursoccurs at any time, then each Holder shall have the right, right at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or thereof in an integral multiple of $1,000Authorized Denomination, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 twenty (20) Business Days or more than 35 thirty-five (35) Business Days after following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to one hundred percent (100% %) of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Note on the Interest Payment Date to the Holder of record of the such Note as of the close Close of business Business on such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to one hundred percent (100% %) of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interestNotes the Company purchases on such Fundamental Change Purchase Date. Notwithstanding the foregoing, there shall no Notes may be no purchase purchased at the option of any Notes the Holders pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In The Trustee will promptly return to the event respective Holders thereof any Physical Notes held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Notes in compliance with the Applicable Procedures, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s NotesSecurities, or any portion thereof such that the remaining principal amount of such Holder’s Notes each Security that is equal to not purchased in full equals $1,000, 1,000 or an integral multiple of $1,0001,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 Business Days after calendar days following the date on which the Company provides delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest to thereon, if any, to, but excluding excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Security on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to which it relatessuch Regular Record Date, the Company shall instead pay such accrued and unpaid interest accrued to on such Security on the Interest Payment Date to the Holder of record of the Note such Security as of the close of business on such Regular Record Date Date. Purchases of Securities under this Section 3.02 shall be made, at the option of the Holder thereof, upon: (1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Price Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and (2) if the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the Applicable Procedures of the Depository and the satisfaction of any other requirements of the Depository in connection with tendering beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Securities to be purchased shall then be equal to 100% state: (1) if certificated, the certificate numbers of such Securities; (2) the portion of the principal amount of such Securities, which must be such that the Note subject principal amount that is not to be purchased of each Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (3) that such Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental Change Expiration Time by delivery of a notice of withdrawal to the Paying Agent in accordance with Section 3.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or notice of withdrawal given in accordance with Section 3.04. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Securities, the Trustee, the Conversion Agent and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Securities, in accordance with the procedures of the Depository for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish this information in a newspaper of general circulation in The City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: (1) the events causing the Fundamental Change; (2) the date of the Fundamental Change; (3) the last date on which a Holder of Securities may exercise the purchase right pursuant to this Article 3; (4) the Fundamental Change Purchase Price; (5) the Fundamental Change Purchase Date; (6) the name and address of the Paying Agent and the Conversion Agent, if applicable; (7) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; (8) that the Securities with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; (9) that the Holder shall have the right to withdraw any Securities surrendered for purchase prior to the Fundamental Change Expiration Time; and (10) the procedures that Holders must follow to require the Company to purchase their Securities. No failure of the Company to give the foregoing notices and will not include any accrued and unpaid interest. no defect therein shall limit the purchase rights of the Holders of Securities or affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.02. (c) Notwithstanding the foregoing, there shall be no purchase of any Notes Securities pursuant to this Section 3.01 3.02 if the principal amount of the Notes Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such NotesSecurities). In The Paying Agent shall promptly return to the event respective Holders thereof any Physical Securities held by it during the principal amount acceleration of the Notes is accelerated following delivery of a Fundamental Change Company Notice Securities (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (iSecurities) return and shall deem to the respective Holders thereof be cancelled any Physical Notes tendered to it or (ii) effect appropriate instructions for book-entry transfers to transfer of the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it Securities in compliance with the Applicable Proceduresprocedures of the Depository, in which case, upon such return or transfercancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. (d) Notwithstanding the other provisions of this Article 3, the Company shall not be required to make an offer to purchase the Securities upon a Fundamental Change if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements in this Indenture and such third party purchases all Securities properly tendered and not validly withdrawn under its offer.