Common use of Purchase of Securities at Option of the Holder Clause in Contracts

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 of the Securities on November 1, 2017, November 1, 2019 and November 1, 2024 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to the Option Purchase Price for such Securities, upon: (i) delivery to the Trustee or any Paying Agent, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and this Section 3.12; and (ii) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities to the Paying Agent). If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, and each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest); (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 8 of the Securities on November October 1, 20172013, November October 1, 2019 2015 and November October 1, 2024 2020 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date (the “Option Purchase Price”) (provided, however, that any such accrued and unpaid interest shall be paid not to the Holder submitting the relevant Security for purchase on the Option Purchase Price for such SecuritiesDate but instead to the Holder of record at the close of business on the corresponding record date), upon: (i) : delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice (as defined below), by such Holder, at any time from the opening of business 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each caseSecurities, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which that the Holder will deliver to be purchased, if such Securities are in certificated formthe form of Physical Securities; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Securities and in this Section 3.12Indenture; and (iiand(ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice (as defined below), at any time after delivery of such Purchase Notice, of such Securities (such Securities to conform in all material respects to the description thereof in the related Option Purchase Notice(as defined below)), together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option payable as herein provided upon Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities to the Paying Agent)Holder’s Option. If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled entitled, upon reasonable request, to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.08(a) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice (as defined below) shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii3.08(b)(vii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Company shall give notice (the “Option Purchase Notice”), ) on or before the twentieth a date not less than twenty (20th20) Business Days prior to each Option Purchase Date to all Holders at their addresses shown in the Trustee, each Paying Agent, each Holder, at its address shown on register of the Security Registrar’s books, Registrar and each to beneficial owner owners as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, X only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration such Option Purchase Price payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered (together with any necessary endorsements) to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option payable as herein provided upon Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)Holder’s Option; (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicableno more than three (3) Business Days, but in no event later than following the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 3.08 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) number of such Securities to be so withdrawn, withdrawn (if such Securities are in certificated formthe form of Physical Securities), (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.08, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a such Option Purchase at Holder’s OptionPrice), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, upon surrender of such Securities and in accordance herewithwith this Section 3.08, the consideration payable as herein provided upon a Option Purchase at Holder’s OptionPrice; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared approved in advance by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right pursuant hereto to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (Cc) Subject to the provisions of this Section 3.123.08, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder of record thereof as promptly as practicableno more than three (3) Business Days, but in no event later than following the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (Dd) Prior to 10:00 11:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture2.04) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for Option Purchase Price of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such a Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (Ee) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.08, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewithat the Option Purchase Price applicable thereto, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Option Purchase at Holder’s OptionPrice), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewithwith this Section 3.08, the such considerationOption Purchase Price. (Ff) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.08 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration Option Purchase Price payable as herein provided upon a Purchase at Holder’s Option. (Gg) If any Security subject to shall not be paid upon surrender thereof for Purchase at Holder’s Option shall not be paid in accordance herewithOption, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interestinterest from, payable in cashand including, the applicable Option Purchase Date at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (Hh) Any Security which that is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 3.08 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (Ii) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 3.08 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 accelerated, and such acceleration shall has not have been rescinded rescinded, on or before prior to the applicable relevant Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of any such an acceleration. (Jj) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder14E, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, the Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 PARAGRAPH 8 of the Securities on November 1February 15, 2017, November 1, 2019 and November 1, 2024 2010 (each, an “Option Purchase Date”the "OPTION PURCHASE DATE"), at a purchase price, payable in cash, equal to [ ] percent ([ ]) of the Option Purchase Price for principal amount of the Securities (or such Securitiesportions thereof) to be so purchased (the "OPTION PURCHASE PRICE"), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the third (3rd) Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 PARAGRAPH 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then therefore plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paidpayable as herein provided upon Purchase at Holder's Option (provided, on such Interest Payment Datehowever, to that the Holder(s) Holder of record of such Securities at on the close of business on such Regular Record record date immediately preceding the Option Purchase Date without any requirement to need not surrender such Securities in order to be entitled to receive, on the Paying AgentOption Purchase Date, the accrued and unpaid interest due thereon). If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive receive, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(ASECTION 3.09(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the third (3rd) Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(viiSECTION 3.09(B)(VII). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), "OPTION PURCHASE NOTICE") on or before the twentieth a date not less than twenty (20th20) Business Days prior to each the Option Purchase Date to the Trustee, each Paying Agent, each Holder, Holder at its address shown on in the Security Registrar’s books, register of the Registrar and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion RatePrice; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article ARTICLE X, if otherwise convertible in accordance with Article ARTICLE X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 SECTION 3.09 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s 's Option; (iv) that Securities (together with any necessary endorsements) must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price plus (except that, if such Holder was the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) Holder of record of such Securities the applicable Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date) accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder's Option; (v) that the Option Purchase Price Price, for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the third Business Day after the later of such the Option Purchase Date or the time of delivery of the Security as described in clause CLAUSE (ivIV) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 SECTION 3.09 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business on the third (3rd) Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such the Option Purchase Date pursuant to a Purchase at Holder’s 's Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12SECTION 3.09, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, that on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s 's Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s 's Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s 's request, upon reasonable prior written notice, the Trustee shall mail such Option Purchase Notice in the Company’s 's name and at the Company’s 's expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s 's right pursuant hereto to exercise its rights to require the Company to purchase such Holder’s 's Securities pursuant to a Purchase at Holder’s 's Option. (C) Subject to the provisions of this Section 3.12SECTION 3.09, the Company shall pay, or cause to be paid, the Option Purchase Price Price, with respect to each Security subject to Purchase at Holder’s 's Option to the Holder thereof as promptly as practicable, but in no event later than the third (3rd) Business Day after the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base IndentureSECTION 2.04) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s OptionPrice. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12SECTION 3.09, the Securities to be purchased pursuant to the Purchase at Holder’s 's Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s 's Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to or such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 SECTION 3.09 may be converted pursuant to Article ARTICLE X, if otherwise convertible in accordance with Article ARTICLE X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 SECTION 3.09 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s 's Option. (G) If any Security subject to Purchase at Holder’s 's Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, of such Security shall, until paid, bear interest, payable in cash, at the a rate borne by such Security on the principal amount of such Security[6%] per annum, and such Security shall continue to be convertible pursuant to Article ARTICLE X. (H) Any Security which is to be submitted for Purchase at Holder’s 's Option only in part shall be delivered pursuant to this Section 3.12 SECTION 3.09 (with, if the Company or the Trustee Securities Agent 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, with a medallion guarantee), and the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s 's Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 SECTION 3.09 if there has occurred (prior to, on or after, as the principal amount case may be, the giving, by the Holders of such Securities, of the Securities has been accelerated pursuant required Purchase Notice) and is continuing an Event of Default (other than a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder's Option or a Default arising from the Company's failure to Section 6.02 and such acceleration shall not have been rescinded on or before provide the applicable Option Purchase DateNotice). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of an Event of Default (other than a Default in the payment of such an accelerationconsideration or arising from the Company's failure to provide the applicable Option Purchase Notice). (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At Subject to the terms and conditions of this Article, the Company shall purchase, at the option of the Holder thereof, Securities (all or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 any portion of the Securities held by such Holder on November July 1, 20172010, November July 1, 2019 2013 and November July 1, 2024 2018 (each, an “Option a "Purchase Date”), ") at a purchase price, payable in cash, price per Security equal to 100% of the Option aggregate principal amount of the Security (the "Purchase Price for such SecuritiesPrice"), together with accrued interest up to but not including the Purchase Date; provided that if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Purchases of Securities hereunder shall be made, at the option of the Holder thereof, upon: (i1) delivery to the Trustee or any Paying Agent, Agent by such Holder, the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Option Purchase Date until the close of business on the fifth Business Day immediately preceding the applicable Option prior to such Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) the certificate number(s) number of the Securities Security which the Holder will deliver to be purchased, (B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof; and, (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Securities and in this Section 3.12; Indenture, and (iiD) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Security to the Paying Agent prior to, on or after the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except thattherefor, together with all accrued interest, shall be so paid pursuant to this Section 4.01 only if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities Security so delivered to the Paying Agent). If such Securities are held Agent shall conform in book-entry form through all respects to the Depositary, description thereof in the related Purchase Notice, and each withdrawal as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of any Purchase Notice, a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall comply with applicable procedures be consummated by the delivery of the Depositary. Upon such consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent 4.01 shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the second Business Day immediately preceding prior to the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified Agent in accordance with Section 3.12(B)(vii4.01(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 4.01(a) has been given shall be paid in U.S. legal tender (cash). (c) In connection with any purchase of Securities pursuant to this Section 4.01, the Company shall give written notice (of the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, Holders (the "Company Notice"). The Company Notice shall be sent by first-class mail to the Trustee and to each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Purchase Date (the "Company Notice Date"). Such notice Each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Option Purchase Price and the Conversion Rateconversion price; (ii) the names name and addresses address of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect as to which a Purchase Notice is has been given by a Holder may be converted pursuant to Article X, if they are otherwise convertible only in accordance with Article X, only 11 hereof and paragraph 8 of the Securities if such the applicable Purchase Notice has been withdrawn in accordance with the terms of this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s OptionIndenture; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)payment; (v) that the Option Purchase Price for for, and any accrued interest on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than following the later of such Option the Purchase Date or and the time of delivery surrender of the such Security as described in clause subclause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in briefly, the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount conversion rights of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereofSecurities; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon procedures for withdrawing a Purchase at Holder’s OptionNotice (including pursuant to the terms of Section 4.01(e), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and; (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities will cease to accrue on the Purchase Date, and (x) the CUSIP number or numbers, as the case may be, of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. At the Company’s 's request, upon reasonable prior notice, the Trustee shall mail give such Option Purchase Company Notice in the Company’s 's name and at the Company’s 's expense; provided, however, that that, in all cases, the form and content text of such Option Purchase Company Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (Cd) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the The Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) moneycash, in funds immediately available on respect of purchases under this Section 4.01, at the applicable Option Purchase Datetime and in the manner as provided in Section 4.01(f), sufficient to pay the consideration payable as herein provided for aggregate Purchase Price of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the CompanySecurities, as soon as practicabletogether with all accrued interest to, any money but not required for that purpose. (E) Once including, the Purchase Notice has been duly delivered in accordance with this Section 3.12Date, the Securities to be purchased pursuant to this Section 4.01. (e) Upon receipt by the Paying Agent of the Purchase at Holder’s Option shallNotice specified in Section 4.01(a), on the applicable Option Holder of the Security in respect of which such Purchase Date, become due and payable in accordance herewith, and, on and after such date Notice was given shall (unless there shall be a Default such Purchase Notice is withdrawn as specified in the payment of following two paragraphs) thereafter be entitled to receive solely the consideration payable as herein provided upon a Purchase at Holder’s Option)Price, except as otherwise herein providedtogether with all accrued interest to, such Securities shall cease to bear interestbut not including, and all rights of the Holders Purchase Date thereon, with respect to such Securities shall terminateSecurity. Such Purchase Price, other than the right to receivetogether with all accrued interest to, in accordance herewithbut not including, the Purchase Date thereon, shall be paid to such consideration. Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (Fx) Securities the Purchase Date with respect to such Security (provided the conditions in Section 4.01(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01(a). Securities in respect of which a Purchase Notice has been duly delivered in accordance with this Section 3.12 given by the Holder thereof may not be converted pursuant to Article X11 hereof on or after the date of the delivery of such Purchase Notice, if otherwise convertible in accordance with Article X, only if unless such Purchase Notice has first been validly withdrawn in accordance with this Section 3.12 or if there shall be a Default as specified in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Optionfollowing two paragraphs. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At Securities shall be purchased by the Company in accordance with the provisions of paragraph 6 of the Securities on December 15, 2008, December 15, 2013 and December 15, 2018 (each, a “Purchase Date”) at a purchase price in cash per Security equal to 100% of the aggregate principal amount of the Security (the “Purchase Price”), together with accrued but unpaid interest (including Liquidated Damages, if any) thereon, up to but not including the Purchase Date. Purchases of Securities hereunder shall be made, at the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 of the Securities on November 1, 2017, November 1, 2019 and November 1, 2024 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to the Option Purchase Price for such Securities, upon: (i) delivery to the Trustee or any Company and the Paying Agent, Agent by such Holder, the Holder of a written notice of purchase (a “Purchase Notice”) at any time from the opening of business on the date that is twenty (20) 30 Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option prior to such Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) if Certificated Securities have been issued, the certificate number(s) number of the Securities Security which the Holder will deliver to be purchased, or if such Securities are in certificated formnot certificated, the notice must comply with the Applicable Procedures; (bB) the portion of the principal amount of Securities the Security which the Holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer of such Security to the Trustee Paying Agent prior to, on or a Paying Agent, at any time after delivery of such the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor therefor, together with accrued but unpaid interest (except thatincluding Liquidated Damages, if the Option any); provided that such Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment DatePrice, then together with accrued and but unpaid interest on such Securities to(including Liquidated Damages, but excludingif any), such Interest Payment Date will shall be paid, on such Interest Payment Date, so paid pursuant to this Section 3.08 only if the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities Security so delivered to the Paying Agent)Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company in its sole discretion. If The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Security if the principal amount of such Securities are held in portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.08 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery or book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, shall comply with applicable procedures transfer of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A3.08(a) to the Trustee or any Paying Agent shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain Agent at the information specified principal office of the Paying Agent in accordance with Section 3.12(B)(vii)3.10. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, and each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest); (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At Securities shall be purchased by the Company, at the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 of the Securities on November 1September 11, 2017, November 1, 2019 and November 1, 2024 2011 (each, an “Option the "Purchase Date”"), at a the purchase price, payable price of $819.54 in cash, equal to cash per $1,000 of Principal Amount at Maturity (the Option "Purchase Price for such SecuritiesPrice"), upon: (i1) delivery to the Trustee or any Paying Agent, by such Holder, the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Option Purchase Date until the close of business on the first Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) if Securities in definitive form have been issued, the certificate numbers of the Security which the Holder will deliver to be purchased, (B) the certificate number(s) portion of the Securities Principal Amount at Maturity of the Security which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which portion must be a Principal Amount at Maturity of $1,000 or an integral multiple thereof; and, (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Section 3.12Indenture; and (ii2) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Security to the Paying Agent prior to, on or after the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except thattherefor; provided, however, that the Purchase Price shall be so paid pursuant to this Section 3.08 only if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities Security so delivered to the Paying Agent). If such Securities are held Agent shall conform in book-entry form through all respects to the Depositary, description thereof in the related Purchase Notice, and each withdrawal as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of any Purchase Notice, a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.08 shall comply with applicable procedures be consummated by the delivery of the Depositary. Upon such consideration to be received by the Holder as soon as practicable following the later of the Purchase Date and the time of delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent 3.08 shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the first Business Day immediately preceding the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified Agent in accordance with Section 3.12(B)(vii)3.09. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Company shall give provide notice (the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, and each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment option of the consideration payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest); (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later not less than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12, the Securities to be purchased pursuant 20 Business Days prior to the Purchase at Holder’s Option shall, on Date (the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there "Company Notice"). Such Company Notice shall be include a Default in the payment form of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there and shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.state:

Purchase of Securities at Option of the Holder. (Aa) At Securities shall be purchased by the Company in accordance with the provisions of paragraph 6 of the Securities as of June 1, 2002, June 1, 2006, June 1, 2011 and June 1, 2016 (each, a "Purchase Date") at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "Purchase Price"), together with accrued interest up to but not including the Purchase Date; provided that if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Purchases of Securities hereunder shall be made, at the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 of the Securities on November 1, 2017, November 1, 2019 and November 1, 2024 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to the Option Purchase Price for such Securities, upon: (i1) delivery to the Trustee or any Paying Agent, Agent by such Holder, the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Option Purchase Date until the close of business on the fifth Business Day immediately preceding the applicable Option prior to such Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) the certificate number(s) number of the Securities Security which the Holder will deliver to be purchased, (B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof; and, (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Securities and in this Section 3.12; Indenture, and (iiD) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Security to the Paying Agent prior to, on or after the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except thattherefor, together with all accrued interest, shall be so paid pursuant to this Section 4.01 only if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities Security so delivered to the Paying Agent). If such Securities are held Agent shall conform in book-entry form through all respects to the Depositary, description thereof in the related Purchase Notice, and each withdrawal as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of any Purchase Notice, a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall comply with applicable procedures be consummated by the delivery of the Depositary. Upon such consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent 4.01 shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the second Business Day immediately preceding prior to the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified Agent in accordance with Section 3.12(B)(vii4.01(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 4.01(a) has been given shall be paid in U.S. legal tender (cash). (c) In connection with any purchase of Securities pursuant to this Section 4.01, the Company shall give written notice (of the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, Holders (the "Company Notice"). The Company Notice shall be sent by first-class mail to the Trustee and to each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Purchase Date (the "Company Notice Date"). Such notice Each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Option Purchase Price and the Conversion Rateconversion price; (ii) the names name and addresses address of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect as to which a Purchase Notice is has been given by a Holder may be converted pursuant to Article X, if they are otherwise convertible only in accordance with Article X, only 11 hereof and paragraph 8 of the Securities if such the applicable Purchase Notice has been withdrawn in accordance with the terms of this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s OptionIndenture; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)payment; (v) that the Option Purchase Price for for, and any accrued interest on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than following the later of such Option the Purchase Date or and the time of delivery surrender of the such Security as described in clause subclause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in briefly, the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount conversion rights of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereofSecurities; (viii) the procedures for withdrawing a Purchase Notice (including pursuant to the terms of Section 4.01(e); (ix) that, except as otherwise provided herein, unless the Company defaults in making payment on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon Securities for which a Purchase at Holder’s Option)Notice has been submitted, interest on such Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of accrue on the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s OptionDate; and (ixx) the CUSIP number or numbers, as the case may be, of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company’s 's request, upon reasonable prior notice, the Trustee shall mail give such Option Purchase Company Notice in the Company’s 's name and at the Company’s 's expense; providedprovided that, howeverin all cases, that the form and content text of such Option Purchase Company Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (Cd) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the The Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) moneycash, in funds immediately available on respect of purchases under this Section 4.01, at the applicable Option Purchase Datetime and in the manner as provided in Section 4.01(f), sufficient to pay the consideration payable as herein provided for aggregate Purchase Price of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the CompanySecurities, as soon as practicabletogether with all accrued interest to, any money but not required for that purpose. (E) Once including, the Purchase Notice has been duly delivered in accordance with this Section 3.12Date, the Securities to be purchased pursuant to this Section 4.01. (e) Upon receipt by the Paying Agent of the Purchase at Holder’s Option shallNotice specified in Section 4.01(a), on the applicable Option Holder of the Security in respect of which such Purchase Date, become due and payable in accordance herewith, and, on and after such date Notice was given shall (unless there shall be a Default such Purchase Notice is withdrawn as specified in the payment of following two paragraphs) thereafter be entitled to receive solely the consideration payable as herein provided upon a Purchase at Holder’s Option)Price, except as otherwise herein providedtogether with all accrued interest to, such Securities shall cease to bear interestbut not including, and all rights of the Holders Purchase Date thereon, with respect to such Securities shall terminateSecurity. Such Purchase Price, other than the right to receivetogether with all accrued interest to, in accordance herewithbut not including, the Purchase Date thereon, shall be paid to such consideration. Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (Fx) Securities the Purchase Date with respect to such Security (provided the conditions in Section 4.01(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01(a). Securities in respect of which a Purchase Notice has been duly delivered in accordance with this Section 3.12 given by the Holder thereof may not be converted pursuant to Article X11 hereof on or after the date of the delivery of such Purchase Notice, if otherwise convertible in accordance with Article X, only if unless such Purchase Notice has first been validly withdrawn in accordance with this Section 3.12 or if there shall be a Default as specified in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Optionfollowing two paragraphs. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 8 of the Securities on November 1August 16, 20172010, November 1August 16, 2019 2013 and November 1August 16, 2024 2018 (each, an “Option Purchase Date”), at a purchase priceone hundred percent (100%) of the principal amount of the Securities (the “Option Purchase Price”), payable in cashplus accrued and unpaid interest, equal to if any, to, but excluding, the Option Purchase Price for such SecuritiesDate, upon: (i) delivery to the Trustee or any Paying Agent, by such the Holder, of a Purchase Notice, in the form set forth in the Securities, or any other form of written notice substantially similar thereto, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (aI) the certificate number(s) number of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (bII) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and; (cIII) that such principal Principal amount of Securities are to shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Securities and in this Indenture; and (IV) if the applicable Option Purchase Date is August 16, 2013 or August 16, 2018, whether, in the event the Company shall elect, pursuant to Section 3.08(C), to pay the Option Purchase Price, in whole or in part, in shares of Common Stock, and such portion of the Option Purchase Price shall ultimately be paid to such Holder entirely in cash because any of the conditions, as provided in this Section 3.123.08, to payment of the Option Purchase Price in shares of Common Stock is not satisfied prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, such Holder elects (i) to withdraw such Purchase Notice as to some or all of the Securities to which such Purchase Notice relates (stating the principal amount and certificate numbers, if any, of the Securities to be so withdrawn, which amount must be $1,000 or an integral multiple thereof) or (ii) to receive cash in respect of the entire Option Purchase Price for the Securities (or portions thereof) to which such Purchase Notice relates; and (ii) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements)) to the Paying Agent after delivery of the Purchase Notice at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities thereon, if any, to, but excluding, the applicable Option Purchase Date; provided, however, that such Interest Payment Date will Option Purchase Price and such accrued and unpaid interest shall be paid, on such Interest Payment Date, so paid pursuant to this Section 3.08 only if the Securities so delivered to the Holder(sPaying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.08 shall be consummated by the delivery of the consideration to be received by the Holder (together with accrued and unpaid interest, if any,) as promptly as practicable following the later of the applicable Option Purchase Date and the time of delivery of the Security, but in no event more than three (3) Business Days following the later of the applicable Option Purchase Date or the time of delivery of the Security. In accordance with the preceding sentence, if all or a portion of the Option Purchase Price is to be paid in shares of Common Stock pursuant to and in accordance with this Section 3.08, the Company shall deliver to each Holder entitled to receive shares of Common Stock through the Paying Agent, a certificate for the number of full shares of Common Stock issuable in full or partial payment of the Option Purchase Price as herein provided and cash in lieu of any fractional interests. The person in whose name the certificate for the shares of Common Stock is registered shall be treated as a holder of record of Common Stock on the Business Day following the date of delivery of such Securities at certificate as described in the close previous sentence. Except as otherwise provided in this Section 3.08, no payment or adjustment will be made for dividends on the shares of business Common Stock the record date for which occurred on such Regular Record Date without any requirement to surrender such Securities or prior to the Paying Agent)applicable Option Purchase Date. If a Holder, in such Securities are held in book-entry form through the Depositary, the Holder’s Purchase Notice, and each withdrawal of any Purchase Notice, shall comply fails to indicate such Holder’s choice with applicable procedures of the Depositary. Upon such delivery of Securities respect to the Company (if it is acting as its own Paying Agent) or such Paying Agentelection set forth in Section 3.08(A)(i)(IV), such Holder shall be entitled deemed to receive from have elected to receive, in the Company circumstances set forth in such Section 3.08(A)(i)(IV), cash in respect of the entire Option Purchase Price for all Securities (or portions thereof) subject to such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliveryPurchase Notice. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A3.08(A) to the Trustee or any Paying Agent shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding prior to the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii3.08(E)(viii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture. (B) The Option Purchase Price, the Base Indenture or the Securities to the contraryplus accrued and unpaid interest, if any, payable as herein provided in respect of Securities upon a Repurchase at Holder’s Option, shall be paid in cash if the applicable Option Purchase Date with respect to is August 16, 2010. (C) Upon a Security to be purchased by the Company pursuant to a Purchase Repurchase at Holder’s Option where the applicable Option Purchase Date is after August 16, 2013 or August 16, 2018, the Option Purchase Price may be paid for, in whole or in part, at the election of the Company, in cash or shares of Common Stock or in any combination of cash and shares of Common Stock; provided, however, that: (i) no portion of the Option Purchase Price shall be paid in shares of Common Stock unless the conditions set forth in Section 3.08(D) are satisfied; (ii) nothing in this Section 3.08 shall permit the Company to pay accrued and unpaid interest, if any, payable as herein provided in respect of Securities upon a Regular Record Date Repurchase at Holder’s Option in shares of Common Stock; the Company shall pay such accrued and on unpaid in interest, if any, in cash; and (iii) the Company shall not issue fractional shares of Common Stock in payment of the Option Purchase Price and shall instead pay cash for all fractional shares, which cash shall be in an amount equal to the Market Price of such fractional shares; for purposes of determining the existence of potential fractional interests, all Securities subject to such Repurchase at Holder’s Option held by a Holder shall be considered together without regard to the number of separate certificates representing such Securities. Except as provided in this Section 3.08, once the Company has given the Option Purchase Notice to Holders, the Company shall not change its election set forth in such Option Purchase Notice pursuant Section 3.08(E)(xi)(I) with respect to the portion of the Option Purchase Price to be paid in cash or before shares of Common Stock. Except as otherwise provided in this Section 3.08, each Holder whose Securities are purchased pursuant to this Section 3.08(C) shall receive the immediately following Interest Payment Datesame percentage of cash or shares of Common Stock in payment of the Option Purchase Price for such Securities. The portion of the Option Purchase Price to be paid in shares of Common Stock, then if payment in shares of Common Stock is permitted pursuant to this Section 3.08, shall be paid by the issuance of a number of shares of Common Stock equal to a fraction whose numerator is such portion of the Option Purchase Price to be paid in shares of Common Stock and whose denominator is the Market Price per share of Common Stock as determined by the Company, except that (i) accrued and unpaid interest on such Security tointerest, but excludingif any, such payable as herein provided in respect of Securities upon a Repurchase at Holder’s Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date paid in cash and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, and each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the names and addresses fractional shares of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there Common Stock shall be a Default paid in the payment cash as provided in Section 3.08(C)(iii). All shares of the consideration payable Common Stock delivered as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, full or transferred by book-entry transfer, to the Paying Agent to collect partial payment of the Option Purchase Price (except thatpursuant to this Section 3.08 shall be newly issued shares or treasury shares, if the Option Purchase Date shall be duly authorized, validly issued, fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. If a Holder is after a Regular Record Date and on paid in shares of Common Stock as full or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) partial payment of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as pursuant to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest); (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.123.08, the Company shall paypay any documentary, stamp or cause similar issue or transfer tax due on such issue of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the Common Stock to be paid, issued in a name other than the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Optionname. The Paying Agent shall return may refuse to deliver the Company, as soon as practicable, any money not required for that purpose. (E) Once certificates representing the Purchase Notice has been duly delivered shares of Common Stock being issued in accordance with this Section 3.12, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to such Securities shall terminate, name other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If name until the Paying Agent receives a sum sufficient to pay any Security subject tax which will be due because the shares of Common Stock are to Purchase at be issued in a name other than the Holder’s Option name. Nothing herein shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne preclude any income tax withholding required by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (with, if the Company law 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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Optionregulations. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At Securities shall be purchased by the Company in accordance with the provisions of paragraph 6 of the Securities as of May 15, 2006, May 15, 2011 and May 15, 2016 (each, a "Purchase Date") at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "Purchase Price"), together with accrued interest up to but not including the Purchase Date; provided that if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Purchases of Securities hereunder shall be made, at the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 of the Securities on November 1, 2017, November 1, 2019 and November 1, 2024 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to the Option Purchase Price for such Securities, upon: (i1) delivery to the Trustee or any Paying Agent, Agent by such Holder, the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Option Purchase Date until the close of business on the fifth Business Day immediately preceding the applicable Option prior to such Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) the certificate number(s) number of the Securities Security which the Holder will deliver to be purchased, (B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof; and, (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Securities and in this Section 3.12; Indenture, and (iiD) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Security to the Paying Agent prior to, on or after the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except thattherefor, together with all accrued interest, shall be so paid pursuant to this Section 4.01 only if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities Security so delivered to the Paying Agent). If such Securities are held Agent shall conform in book-entry form through all respects to the Depositary, description thereof in the related Purchase Notice, and each withdrawal as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of any Purchase Notice, a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall comply with applicable procedures be consummated by the delivery of the Depositary. Upon such consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent 4.01 shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the second Business Day immediately preceding prior to the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified Agent in accordance with Section 3.12(B)(vii4.01(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 4.01(a) has been given shall be paid in U.S. legal tender (cash). (c) In connection with any purchase of Securities pursuant to this Section 4.01, the Company shall give written notice (of the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, Holders (the "Company Notice"). The Company Notice shall be sent by first-class mail to the Trustee and to each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Purchase Date (the "Company Notice Date"). Such notice Each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Option Purchase Price and the Conversion Rateconversion price; (ii) the names name and addresses address of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect as to which a Purchase Notice is has been given by a Holder may be converted pursuant to Article X, if they are otherwise convertible only in accordance with Article X, only 11 hereof and paragraph 8 of the Securities if such the applicable Purchase Notice has been withdrawn in accordance with the terms of this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s OptionIndenture; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)payment; (v) that the Option Purchase Price for for, and any accrued interest on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than following the later of such Option the Purchase Date or and the time of delivery surrender of the such Security as described in clause subclause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in briefly, the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount conversion rights of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereofSecurities; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon procedures for withdrawing a Purchase at Holder’s OptionNotice (including pursuant to the terms of Section 4.01(e), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and; (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities will cease to accrue on the Purchase Date, and (x) the CUSIP number or numbers, as the case may be, of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company’s 's request, upon reasonable prior notice, the Trustee shall mail give such Option Purchase Company Notice in the Company’s 's name and at the Company’s 's expense; provided, however, that that, in all cases, the form and content text of such Option Purchase Company Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (Cd) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the The Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) moneycash, in funds immediately available on respect of purchases under this Section 4.01, at the applicable Option Purchase Datetime and in the manner as provided in Section 4.01(f), sufficient to pay the consideration payable as herein provided for aggregate Purchase Price of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the CompanySecurities, as soon as practicabletogether with all accrued interest to, any money but not required for that purpose. (E) Once including, the Purchase Notice has been duly delivered in accordance with this Section 3.12Date, the Securities to be purchased pursuant to this Section 4.01. (e) Upon receipt by the Paying Agent of the Purchase at Holder’s Option shallNotice specified in Section 4.01(a), on the applicable Option Holder of the Security in respect of which such Purchase Date, become due and payable in accordance herewith, and, on and after such date Notice was given shall (unless there shall be a Default such Purchase Notice is withdrawn as specified in the payment of following two paragraphs) thereafter be entitled to receive solely the consideration payable as herein provided upon a Purchase at Holder’s Option)Price, except as otherwise herein providedtogether with all accrued interest to, such Securities shall cease to bear interestbut not including, and all rights of the Holders Purchase Date thereon, with respect to such Securities shall terminateSecurity. Such Purchase Price, other than the right to receivetogether with all accrued interest to, in accordance herewithbut not including, the Purchase Date thereon, shall be paid to such consideration. Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (Fx) Securities the Purchase Date with respect to such Security (provided the conditions in Section 4.01(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01(a). Securities in respect of which a Purchase Notice has been duly delivered in accordance with this Section 3.12 given by the Holder thereof may not be converted pursuant to Article X11 hereof on or after the date of the delivery of such Purchase Notice, if otherwise convertible in accordance with Article X, only if unless such Purchase Notice has first been validly withdrawn in accordance with this Section 3.12 or if there shall be a Default as specified in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Optionfollowing two paragraphs. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 8 of the Securities on November 1October 15, 20172013, November 1October 15, 2019 2016 and November 1October 15, 2024 2021 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the “Option Purchase Price for Price”), plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date (provided, that such Securitiesaccrued and unpaid interest shall be paid to the Holder of record of such Securities at the close of business on the record date immediately preceding such Option Purchase Date), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the CUSIP number for the Securities the Holder will deliver to be purchased, and the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paidpayable as herein provided upon Purchase at Holder’s Option (provided, on such Interest Payment Datehowever, to that the Holder(s) Holder of record of such Securities at on the close of business on record date immediately preceding such Regular Record Option Purchase Date without any requirement to need not surrender such Securities in order to be entitled to receive, on the Paying AgentOption Purchase Date, the accrued and unpaid interest due thereon). If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.08(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii3.08(B)(vii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give written notice (the “Option Purchase Notice”), ) on or before the twentieth a date not less than twenty (20th20) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, Holder at its address shown on in the Security Registrar’s books, register of the Registrar and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, X only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price plus (except that, if such Holder was the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) Holder of record of such Securities the applicable Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date) accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder’s Option; (v) that the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the third Business Day after the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except thatabove; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)Date; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 3.08 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.08, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.123.08, the Company shall pay, or cause to be paid, the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date, with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except thatAgent; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)Option Purchase Date. (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture2.04) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such a Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.08, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.08 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 3.08 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there no Securities shall be no purchase purchased by the Company at the option of the Holders on any Securities pursuant to this Section 3.12 Option Purchase Date if the principal amount of the Securities has been accelerated pursuant to Section 6.02 accelerated, and such acceleration shall has not have been rescinded rescinded, on or before the applicable prior to such Option Purchase DateDate (except in the case of an acceleration resulting from a Default by the Company in the payment of the Option Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules to the extent required under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and to the extent required will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, the Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 Paragraph 8 of the Securities on November March 1, 20172013, November March 1, 2019 and November 2018 or March 1, 2024 2023 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the “Option Purchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Price for Date (provided, that such Securitiesaccrued and unpaid interest shall be paid to the Holder of record of such Securities at the close of business on the record date immediately preceding the Option Purchase Date), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 Paragraph 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paidpayable as herein provided upon Purchase at Holder’s Option (provided, on such Interest Payment Datehowever, to that the Holder(s) Holder of record of such Securities at on the close of business on such Regular Record record date immediately preceding the Option Purchase Date without any requirement to need not surrender such Securities in order to be entitled to receive, on the Paying AgentOption Purchase Date, the accrued and unpaid interest due thereon). If such Securities are held in book-entry form through the DepositaryDepository, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the DepositaryDepository. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive receive, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.09(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii)3.09(B)(viii) . The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), ) on or before the twentieth a date not less than twenty (20th20) Business Days prior to each the Option Purchase Date to the Trustee, each Paying Agent, each Holder, Holder at its address shown on in the Security Registrar’s books, register of the Registrar and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.09 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities (together with any necessary endorsements) must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price plus (except that, if such Holder was the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) Holder of record of such Securities the applicable Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date) accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder’s Option; (v) that the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date, for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the third Business Day after the later of such the Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except thatabove; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on such Regular Record Date and the record date immediately preceding the Option Purchase Price will not include such accrued and unpaid interest)Date; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 3.09 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such the Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.09, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, that on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior written notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right pursuant hereto to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.123.09, the Company shall pay, or cause to be paid, the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date, with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the third (3rd) Business Day after the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except thatAgent; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date. (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture2.04) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date, of all of the Securities that are to be purchased by the Company on such the Option Purchase Date pursuant to such a Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.09, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to or such Securities shall terminate, other than the right to receive, in accordance herewith, the such considerationconsideration described in clause (D) above. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.09 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.09 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 3.09 (with, if the Company or the Trustee Securities Agent 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, with a medallion guarantee), and the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 3.09 if there has occurred (prior to, on or after, as the principal amount case may be, the giving, by the Holders of such Securities, of the Securities has been accelerated pursuant required Purchase Notice) and is continuing an Event of Default (other than a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option or a Default arising from the Company’s failure to Section 6.02 and such acceleration shall not have been rescinded on or before provide the applicable Option Purchase DateNotice). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of an Event of Default (other than a Default in the payment of such an accelerationconsideration or arising from the Company’s failure to provide the applicable Option Purchase Notice). (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offeroffer or an issuer bid under Canadian securities laws, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, Canadian securities laws, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act Act, Canadian securities laws or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 8 of the Securities on November December 1, 20172011, November December 1, 2019 2016 and November December 1, 2024 2021 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the “Option Purchase Price for Price”), plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date (provided, that such Securitiesaccrued and unpaid interest shall be paid to the Holder of record of such Securities at the close of business on the record date immediately preceding such Option Purchase Date), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paidpayable as herein provided upon Purchase at Holder’s Option (provided, on such Interest Payment Datehowever, to that the Holder(s) Holder of record of such Securities at on the close of business on record date immediately preceding such Regular Record Option Purchase Date without any requirement to need not surrender such Securities in order to be entitled to receive, on the Paying AgentOption Purchase Date, the accrued and unpaid interest due thereon). If such Securities are held in book-entry form through the DepositaryDTC, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the DepositaryDTC. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.08(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii)3.08(B)(vii) hereof. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), ) on or before the twentieth a date not less than twenty (20th20) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, Holder at its address shown on in the Security Registrar’s books, register of the Registrar and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, VIII hereof only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price plus (except that, if such Holder was the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) Holder of record of such Securities the applicable Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date) accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder’s Option; (v) that the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except thatabove; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)Date; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 3.08 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.08, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.123.08, the Company shall pay, or cause to be paid, the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date, with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except thatAgent; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)Option Purchase Date. (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenturetrust) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such a Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.08, the Option Purchase Price, plus accrued and unpaid interest, if any, relating to the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.08 may be converted pursuant to Article XVIII hereof, if otherwise convertible in accordance with Article XVIII hereof, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X.VIII hereof. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 3.08 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there no Securities shall be no purchase purchased by the Company at the option of the Holders on any Securities pursuant to this Section 3.12 Option Purchase Date if the principal amount of the Securities has been accelerated pursuant to Section 6.02 accelerated, and such acceleration shall has not have been rescinded rescinded, on or before the applicable prior to such Option Purchase DateDate (except in the case of an acceleration resulting from a Default by the Company in the payment of the Option Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At the option of the Holder thereof, ---------------------------------------------------------- General. Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 6 of the Securities on November 1at the option of the Holder as of April 24, 20172004, November 1April 24, 2019 2007, April 24, 2012 and November 1April 24, 2024 2017 (each, an “Option a "Purchase Date”"), at the purchase price set forth below (each, a purchase price"Purchase Price", payable in cashas applicable): Purchase Price per $1,000 Purchase Date Principal Amount at Maturity ----------------------- ------------------------------ April 24, 2004 $668.49 April 24, 2007 $714.90 April 24, 2012 $799.52 April 24, 2017 $894.16 The foregoing Purchase Prices are equal to the Option Issue Price plus accreted Issue Discount to the applicable Purchase Date. If, prior to a Purchase Date, the Securities have been converted to semiannual coupon Securities following the occurrence of a Tax Event pursuant to paragraph 1 of the Securities, the Purchase Price for such Securitieswill be equal to the restated principal amount plus accrued and unpaid interest from the date of conversion to semiannual coupon Securities to the Purchase Date. Purchases of Securities hereunder shall be made, at the option of the Holder thereof, upon: (i1) delivery to the Trustee or any Paying Agent, Agent by such Holder, the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Option a Purchase Date until the close of business on the third Business Day immediately preceding the applicable Option prior to such Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) the certificate number(s) number of the Securities Security which the Holder will deliver to be purchased; (B) the portion of the Principal Amount at Maturity of the Security which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which portion must be in principal amounts of maturity of $1,000 or an integral multiple thereof; and; (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Securities and in this Section 3.12Indenture; and (iiD) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Security to the Paying Agent prior to, on or after the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except thattherefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 3.7 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.7, a portion of a Security, if the Option Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.7 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) time of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities to the Paying Agent). If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, shall comply with applicable procedures delivery of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A3.7(a) to the Trustee or any Paying Agent shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified Agent in accordance with Section 3.12(B)(vii)3.9. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, and each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest); (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At Subject to the terms and conditions of this Article 4, the Company shall purchase, at the option of the Holder thereof, Securities (all or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 any portion of the Securities held by such Holder for cash on November 1July 15 annually from 2007 to 2013 and on July 15, 20172018 (and if such day is not a business day, November 1, 2019 and November 1, 2024 on the following business day) (each, an a “Option Purchase Date”), ) at a purchase price, payable in cash, price per Security equal to 100% of the Option aggregate principal amount of the Security (the “Purchase Price for such Price”), together with accrued and unpaid interest, if any, up to but not including the Purchase Date. The Company may not repurchase any Security pursuant to this Section 4.01 at any time when the subordination provisions of this Indenture otherwise would prohibit the Company from making payments in respect of Securities. Purchases of Securities pursuant to this Article 4 shall be made, upon: (i) at the option of the Holder thereof, upon delivery to the Trustee or any Paying Agent, Agent by such Holder, the Holder of a written notice of purchase (a “Purchase Notice”) at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Option Purchase Date until the close of business on the fifth Business Day immediately preceding the applicable Option prior to such Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) the certificate number(s) number of the Securities Security which the Holder will deliver to be purchased, if such Securities are in the case of certificated form;securities, (bB) the portion of the principal amount of Securities the Security which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof; and, (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Securities and in this Section 3.12; Indenture, and (iiD) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Security to the Paying Agent prior to, on or after the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except thattherefor, together with all accrued interest, if any, shall be so paid pursuant to this Section 4.01 only if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities Security so delivered to the Paying Agent). If such Securities are held Agent shall conform in book-entry form through all respects to the Depositary, description thereof in the related Purchase Notice, and each withdrawal as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of any Purchase Notice, portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall comply with applicable procedures be consummated by the delivery of the Depositary. Upon such consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent 4.01 shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the second Business Day immediately preceding prior to the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified Agent in accordance with Section 3.12(B)(vii4.01(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 4.01(a) has been given shall be paid in U.S. legal tender (cash). (c) In connection with any purchase of Securities pursuant to this Section 4.01, the Company shall give written notice (of the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, Holders (the “Holder Option Notice”). The Holder Option Notice shall be sent by first-class mail to the Trustee and to each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Purchase Date (the “ Holder Option Notice Date”). Such notice Each Holder Option Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Option Purchase Price and the Conversion RatePrice; (ii) the names name and addresses address of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect as to which a Purchase Notice is has been given by a Holder may be converted pursuant to Article X, if they are otherwise convertible only in accordance with Article X, only 11 hereof and paragraph 8 of the Securities if such the applicable Purchase Notice has been withdrawn in accordance with the terms of this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s OptionIndenture; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)payment; (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than following the later of such Option the Purchase Date or and the time of delivery surrender of the such Security as described in clause subclause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in briefly, the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount conversion rights of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereofSecurities; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon procedures for withdrawing a Purchase at Holder’s OptionNotice (including pursuant to the terms of Section 4.01(e), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and; (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities will cease to accrue on the Purchase Date, and (x) the CUSIP number or numbers, as the case may be, of the Securities. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. At the Company’s request, upon reasonable prior notice, the Trustee shall mail give such Holder Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that that, in all cases, the form and content text of such Holder Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (Cd) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the The Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) moneycash, in funds immediately available on respect of purchases under this Section 4.01, at the applicable Option Purchase Datetime and in the manner as provided in Section 4.01(f), sufficient to pay the consideration payable as herein provided for aggregate Purchase Price of all of the Securities that are Securities, together with all accrued interest, if any, to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Companybut not including, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12Date, the Securities to be purchased pursuant to this Section 4.01. (e) Upon receipt by the Paying Agent of the Purchase at Holder’s Option shallNotice specified in Section 4.01(a), on the applicable Option Holder of the Security in respect of which such Purchase Date, become due and payable in accordance herewith, and, on and after such date Notice was given shall (unless there shall be a Default such Purchase Notice is withdrawn as specified in the payment of following two paragraphs) thereafter be entitled to receive solely the consideration payable as herein provided upon a Purchase at Holder’s Option)Price, except as otherwise herein provided, such Securities shall cease to bear together with all accrued interest, and all rights of if any, to but not including, the Holders Purchase Date thereon, with respect to such Securities shall terminateSecurity. Such Purchase Price, other than the right together with all accrued interest, if any, to receive, in accordance herewithbut not including, the Purchase Date thereon, shall be paid to such consideration. Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (Fx) Securities the Purchase Date with respect to such Security (provided the conditions in Section 4.01(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01(a). Securities in respect of which a Purchase Notice has been duly delivered in accordance with this Section 3.12 given by the Holder thereof may not be converted pursuant to Article X11 hereof on or after the date of the delivery of such Purchase Notice, if otherwise convertible in accordance with Article X, only if unless such Purchase Notice has first been validly withdrawn in accordance with this Section 3.12 or if there shall be a Default as specified in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Optionfollowing two paragraphs. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At Securities are subject to mandatory purchase by the Company in accordance with the provisions of paragraph 6 of the Securities on each Purchase Date at the Purchase Price; provided, however, that if the Purchase Date is on or after a record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Purchases of Securities hereunder shall be made, at the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 of the Securities on November 1, 2017, November 1, 2019 and November 1, 2024 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to the Option Purchase Price for such Securities, upon: (i1) delivery to the Trustee or any Paying Agent, Agent by such Holder, the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Option Purchase Date until the close of business on the fifth Business Day immediately preceding the applicable Option prior to such Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, Date stating: (aA) the certificate number(s) number of the Securities Security which the Holder will deliver to be purchased, (B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof; and, (cC) that such principal amount of Securities are to Security shall be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Securities and in this Section 3.12; Indenture, and (iiD) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Security to the Paying Agent prior to, on or after the Purchase Notice, of such Securities Date (together with all necessary endorsements)) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except thattherefor, together with all accrued interest, shall be so paid pursuant to this Section 4.01 only if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities Security so delivered to the Paying Agent). If such Securities are held Agent shall conform in book-entry form through all respects to the Depositary, description thereof in the related Purchase Notice, and each withdrawal as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of any Purchase Notice, a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall comply with applicable procedures be consummated by the delivery of the Depositary. Upon such consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such deliverySecurity. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent 4.01 shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the second Business Day immediately preceding prior to the applicable Option Purchase Date, Date by delivery of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified Agent in accordance with Section 3.12(B)(vii4.01(e). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 4.01(a) has been given shall be paid in U.S. legal tender (cash). (c) In connection with any purchase of Securities pursuant to this Section 4.01, the Company shall give written notice (of the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, Holders (the "Company Notice"). The Company Notice shall be sent by first-class mail to the Trustee and to each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, Holder (and to each beneficial owner as required by applicable law) not less than 20 Business Days prior to any Purchase Date (the "Company Notice Date"). Such notice Each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Option Purchase Price and the Conversion RatePrice; (ii) the names name and addresses address of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect as to which a Purchase Notice is has been given by a Holder may be converted pursuant to Article X, if they are otherwise convertible only in accordance with Article X, only 11 hereof and paragraph 8 of the Securities if such the applicable Purchase Notice has been withdrawn in accordance with the terms of this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s OptionIndenture; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)payment; (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than following the later of such Option the Purchase Date or and the time of delivery surrender of the such Security as described in clause subclause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in briefly, the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount conversion rights of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereofSecurities; (viii) the procedures for withdrawing a Purchase Notice (including pursuant to the terms of Section 4.01(e)); (ix) that, except as otherwise provided herein, unless the Company defaults in making payment on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon Securities for which a Purchase at Holder’s Option)Notice has been submitted, interest on such Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of accrue on the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s OptionDate; and (ixx) the CUSIP number or numbers, as the case may be, of the Securities. If any of the Securities are to be repurchased in the form of a Global Security, the Company shall modify the notice and delivery requirements to the extent necessary to accord with the procedures of the Depositary applicable to repurchases of Global Securities. At the Company’s 's request, upon reasonable prior notice, the Trustee shall mail give such Option Purchase Company Notice in the Company’s 's name and at the Company’s 's expense; provided, however, that that, in all cases, the form and content text of such Option Purchase Company Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (Cd) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the The Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) moneycash, in funds immediately available on respect of purchases under this Section 4.01, at the applicable Option Purchase Datetime and in the manner as provided in Section 4.01(f), sufficient to pay the consideration payable as herein provided for aggregate Purchase Price of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12, the Securities to be purchased pursuant to this Section 4.01. (e) Upon receipt by the Paying Agent of the Purchase at Holder’s Option shallNotice specified in Section 4.01(a), on the applicable Option Holder of the Security in respect of which such Purchase Date, become due and payable in accordance herewith, and, on and after such date Notice was given shall (unless there shall be a Default such Purchase Notice is withdrawn as specified in the payment of following two paragraphs) thereafter be entitled to receive solely the consideration payable as herein provided upon a Purchase at Holder’s Option)Price, except as otherwise herein providedtogether with all accrued interest to, such Securities shall cease to bear interestbut not including, and all rights of the Holders Purchase Date thereon, with respect to such Securities shall terminateSecurity. Such Purchase Price, other than the right to receivetogether with all accrued interest to, in accordance herewithbut not including, the Purchase Date thereon, shall be paid to such consideration. Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (Fx) Securities the Purchase Date with respect to such Security (provided the conditions in Section 4.01(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01(a). Securities in respect of which a Purchase Notice has been duly delivered in accordance with this Section 3.12 given by the Holder thereof may not be converted pursuant to Article X11 hereof on or after the date of the delivery of such Purchase Notice, if otherwise convertible in accordance with Article X, only if unless such Purchase Notice has first been validly withdrawn in accordance with this Section 3.12 or if there shall be a Default as specified in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Optionfollowing two paragraphs. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 8 of the Securities on November 1July 15, 20172012, November 1July 15, 2019 2017 and November 1July 15, 2024 2022 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the “Option Purchase Price for Price”), plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date (provided, that such Securitiesaccrued and unpaid interest shall be paid to the Holder of record of such Securities at the close of business on the record date immediately preceding such Option Purchase Date), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paidpayable as herein provided upon Purchase at Holder’s Option (provided, on such Interest Payment Datehowever, to that the Holder(s) Holder of record of such Securities at on the close of business on record date immediately preceding such Regular Record Option Purchase Date without any requirement to need not surrender such Securities in order to be entitled to receive, on the Paying AgentOption Purchase Date, the accrued and unpaid interest due thereon). If such Securities are held in book-entry form through the DepositaryDTC, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the DepositaryDTC. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.08(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii)3.08(B)(vii) hereof. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), ) on or before the twentieth a date not less than twenty (20th20) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, Holder at its address shown on in the Security Registrar’s books, register of the Registrar and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, VIII hereof only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price plus (except that, if such Holder was the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) Holder of record of such Securities the applicable Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date) accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder’s Option; (v) that the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except thatabove; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)Date; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 3.08 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.08, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.123.08, the Company shall pay, or cause to be paid, the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date, with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except thatAgent; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)Option Purchase Date. (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenturetrust) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such a Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.08, the Option Purchase Price, plus accrued and unpaid interest, if any, relating to the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.08 may be converted pursuant to Article XVIII hereof, if otherwise convertible in accordance with Article XVIII hereof, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X.VIII hereof. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 3.08 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there no Securities shall be no purchase purchased by the Company at the option of the Holders on any Securities pursuant to this Section 3.12 Option Purchase Date if the principal amount of the Securities has been accelerated pursuant to Section 6.02 accelerated, and such acceleration shall has not have been rescinded rescinded, on or before the applicable prior to such Option Purchase DateDate (except in the case of an acceleration resulting from a Default by the Company in the payment of the Option Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, the Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 Paragraph 8 of the Securities on November each of April 1, 20172026, November April 1, 2019 and November 2029 or April 1, 2024 2034 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the “Option Purchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Price for Date (provided, that such Securitiesaccrued and unpaid interest shall be paid to the Holder of record of such Securities at the close of business on the record date immediately preceding the Option Purchase Date), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 Paragraph 8 of the Securities and in this Section 3.12Indenture; andand Doc#: US1:12666659v9 (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paidpayable as herein provided upon Purchase at Holder’s Option (provided, on such Interest Payment Datehowever, to that the Holder(s) Holder of record of such Securities at on the close of business on such Regular Record record date immediately preceding the Option Purchase Date without any requirement to need not surrender such Securities in order to be entitled to receive, on the Paying AgentOption Purchase Date, the accrued and unpaid interest due thereon). If such Securities are held in book-entry form through the DepositaryDepository, the Purchase Notice, Notice and each any notice of withdrawal of any Purchase Notice, shall comply with applicable procedures of the DepositaryDepository. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive receive, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.09(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii3.09(B)(viii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), ) on or before the twentieth a date not less than twenty (20th20) Business Days prior to each the Option Purchase Date to the Trustee, each Paying Agent, each Holder, Holder at its address shown on in the Security Registrar’s books, register of the Registrar and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent;; Doc#: US1:12666659v9 (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, X only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.09 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities (together with any necessary endorsements) must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price plus (except that, if such Holder was the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) Holder of record of such Securities the applicable Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date) accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder’s Option; (v) that the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date, for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the third Business Day after the later of such the Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except thatabove; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on such Regular Record Date and the record date immediately preceding the Option Purchase Price will not include such accrued and unpaid interest)Date; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 3.09 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such the Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.09, which amount must be $1,000 or an integral multiple thereof;; Doc#: US1:12666659v9 (viii) that, except as otherwise provided herein, that on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, whether or not the Holder delivers the Security to the Paying Agent and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior written notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right pursuant hereto to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.123.09, the Company shall pay, or cause to be paid, the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date, with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the third (3rd) Business Day after the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except thatAgent; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)record date immediately preceding the Option Purchase Date. (D) Prior to 10:00 11:00 A.M., New York City time time, on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture2.04) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, the Option Purchase Date, of all of the Securities that are to be purchased by the Company on such the Option Purchase Date pursuant to such a Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose.. Doc#: US1:12666659v9 (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.09, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to or such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration described in clause (D) above; provided, however, that such consideration.accrued and unpaid interest shall be paid, on the applicable interest payment date, to the Holder of record of such Security at the close of business on the record date immediately preceding the Option Purchase Date (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.09 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, X only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.09 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by provided in such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 3.09 (with, if the Company or the Trustee Securities Agent 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, with a medallion guarantee), and the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 3.09 if there has occurred (prior to, on or after, as the principal amount case may be, the giving, by the Holders of such Securities, of the Securities has been accelerated pursuant required Purchase Notice) and is continuing an Event of Default (other than a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option or a Default arising from the Company’s failure to Section 6.02 and such acceleration shall not have been rescinded on or before provide the applicable Option Purchase DateNotice). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of an Event of Default (other than a Default in the payment of such an acceleration.consideration or arising from the Company’s failure to provide the applicable Option Purchase Notice). Doc#: US1:12666659v9 (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offeroffer or an issuer bid under Canadian securities laws, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 U.S. and Regulation 14E thereunderCanadian securities laws, and with all other applicable laws, and will file a Schedule TO or any other schedules all required materials under the Exchange Act applicable U.S. and Canadian securities laws or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 8 of the Securities on November 1March 15, 20172012, November 1March 15, 2019 2015 and November 1March 15, 2024 2020 (each, an “"Option Purchase Date”"), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the "Option Purchase Price for such SecuritiesPrice"), plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date, upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice (as defined below), by such Holder, at any time from the opening of business 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities (or any other form of written notice delivered in good faith and substantially similar thereto, in each case), duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated formthe form of Physical Securities; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (such Securities to conform in all material respects to the description thereof in the related Option Purchase Notice), together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities payable as herein provided upon Purchase at the close of business on such Regular Record Date without any requirement to surrender such Securities to the Paying Agent)Holder's Option. If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.08(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii3.08(B)(vii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “"Option Purchase Notice”), ") on or before the twentieth a date not less than twenty (20th20) Business Days prior to each Option Purchase Date to all Holders at their addresses shown in the Trustee, each Paying Agent, each Holder, at its address shown on register of the Security Registrar’s books, Registrar and each to beneficial owner owners as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s 's Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities payable as herein provided upon Purchase at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)Holder's Option; (v) that the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later more than three (3) Business Days, following the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 3.08 (including the name and address of the Paying Agent) and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s 's Option, (III) the certificate number(s) number of such Securities to be so withdrawn, withdrawn (if such Securities are in certificated formthe form of Physical Securities), (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.08, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a such Option Purchase at Holder’s OptionPrice or such accrued and unpaid interest), interest on Securities subject to Purchase at Holder’s 's Option will cease to accrue, such Securities shall cease to be convertible pursuant to Article X, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, upon surrender of such Securities and in accordance herewithwith this Section 3.08, the consideration payable as herein provided upon a Option Purchase at Holder’s OptionPrice and such accrued and unpaid interest; and (ix) the CUSIP CUSIP, ISIN or similar number or numbers, as the case may be, of the Securities. At the Company’s 's request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s 's name and at the Company’s 's expense; provided, however, that the Company shall prepare the form and content of such Option Purchase Notice shall be prepared by the CompanyNotice. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s 's right to exercise its rights to require the Company to purchase such Holder’s 's Securities pursuant to a Purchase at Holder’s 's Option. (C) Subject to the provisions of this Section 3.123.08, the Company shall pay, or cause to be paid, the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date, with respect to each Security subject to Purchase at Holder’s 's Option to the Holder of record thereof as promptly as practicable, but in no event later more than three (3) Business Days, following the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior Subject to 10:00 A.M., New York City time on the applicable Option Purchase Dateprovisions of this Section 3.08, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture2.04) money, in funds immediately available on the applicable Option Purchase Datefunds, sufficient to pay the consideration payable as herein provided for Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, of all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such a Purchase at Holder’s 's Option, which deposit or segregation, as the case may be, shall occur as promptly as practicable, but in no event later than 11:00 a.m., New York City time, on the date that is the third Business Day following the later of such Option Purchase Date and the time such Security is surrendered (together with all necessary endorsements) to the Paying Agent. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.08, the Securities to be purchased pursuant to the Purchase at Holder’s 's Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewithat the Option Purchase Price (plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date) applicable thereto, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Option Purchase at Holder’s OptionPrice or such accrued and unpaid interest), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewithwith this Section 3.08, the Option Purchase Price and such considerationaccrued and unpaid interest. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.08 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration Option Purchase Price or in the accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s 's Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewithupon surrender thereof for Purchase at Holder's Option, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interestinterest from, payable in cashand including, the applicable Option Purchase Date at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s 's Option only in part shall be delivered pursuant to this Section 3.12 3.08 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s 's Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 3.08 if there has occurred (prior to, on or after, as the principal amount case may be, the giving, by the Holders of such Securities, of the Securities has been accelerated pursuant required Purchase Notice) and is continuing an Event of Default (other than a Default in the payment of the Option Purchase Price or accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder's Option or a Default arising from the Company's failure to Section 6.02 and such acceleration shall not have been rescinded on or before provide the applicable Option Purchase DateNotice). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of an Event of Default (other than a Default in the payment of the Option Purchase Price or such an accelerationaccrued and unpaid interest). (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder14E, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (Aa) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to this Section 3.08 and paragraph 7 8 of the Securities on November October 1, 20172011, November October 1, 2019 2016 and November October 1, 2024 2021 (each, an “Option Purchase Date”), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the “Option Purchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date (provided, that if such Option Purchase Date is after the close of business on a record date for the payment of an installment of interest and on or before the related interest payment date, then such accrued and unpaid interest shall be paid, on such interest payment date, to the Holder of record of such Securities (without any surrender of such Securities by such Holder) at the close of business on such record date and the Holder surrendering such Security for repurchase shall receive only the Option Purchase Price for and shall not be entitled to any such Securitiesinterest unless such Holder was also the Holder of record of such Security at the close of business on such record date), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (aA) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (bB) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (cC) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 8 of the Securities and Section 3.08 of this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities tointerest, but excludingif any, such Interest Payment Date will be paidpayable as herein provided upon Purchase at Holder’s Option (provided, on such Interest Payment Datehowever, to that the Holder(s) Holder of record of such Securities at on the close of business on record date immediately preceding such Regular Record Option Purchase Date without any requirement to need not surrender such Securities in order to be entitled to receive, on the Paying AgentOption Purchase Date, the accrued and unpaid interest due thereon). If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the Depositary. Upon such delivery of Physical Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive receive, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A3.08(a) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii3.08(b)(viii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (Bb) The Company shall give notice (the “Option Purchase Notice”), ) on or before the twentieth a date not less than twenty (20th20) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, Holder at its address shown on in the Security Registrar’s books, register of the Registrar and to each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date and the Conversion Rate; (ii) the Conversion Rate then applicable to the Securities; (iii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iiiiv) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration such Option Purchase Price or in accrued and unpaid interest, if any, payable as herein provided upon a Purchase at Holder’s Option; (ivv) that Securities (together with any necessary endorsements) must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price plus (except that, if such Holder was the Holder of record of the applicable Security at the close of business on the record date immediately preceding the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then ) accrued and unpaid interest on such Securities interest, if any, payable as herein provided upon Purchase at Holder’s Option; (vi) that the Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Option Purchase Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the third Business Day after the later of such Option Purchase Date or the time of delivery of the Security as described in clause (ivv) above (except thatabove; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest)Date; (vivii) the procedures the Holder must follow to exercise rights under this Section 3.12 3.08 (including the name and address of the Paying Agent) and a brief description of those rights; (viiviii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, or such longer period as may be required by law, a letter or telegramletter, telex telegram or facsimile transmission (receipt with confirmation of which is confirmed and promptly followed by a lettergood transmission thereof) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.123.08, which amount must be $1,000 or an integral multiple thereof; (viiiix) that, except as otherwise provided herein, that on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ixx) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right pursuant hereto to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (Cc) Subject to the provisions of this Section 3.123.08, the Company shall pay, or cause to be paid, the Option Purchase Price Price, plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date, with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the third (3rd) Business Day after the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except thatAgent; provided, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Datehowever, then that such accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will shall be paid, on such Interest Payment Datethe applicable interest payment date, to the Holder(s) Holder of record of such Securities Security at the close of business on the record date immediately preceding such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent)Option Purchase Date. (Dd) Prior to 10:00 11:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate shall have segregated and shall hold in trust in accordance with Section 10.03 of the Base Indenture2.04) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for Option Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, such Option Purchase Date, with respect to all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such a Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (Ee) Once the Purchase Notice has been duly delivered in accordance with this Section 3.123.08, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to of such Securities shall terminate, other than the right to receive, in accordance herewith, the such considerationOption Purchase Price (together with accrued and unpaid interest, if any, payable as provided herein). (Ff) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 3.08 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 3.08 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (Gg) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (Hh) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 3.08 (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, with a medallion guarantee), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (Ii) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 3.08 if there has occurred (prior to, on or after, as the principal amount case may be, the giving, by the Holders of such Securities, of the Securities has been accelerated pursuant required Purchase Notice) and is continuing an Event of Default (other than a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option or a Default arising from the Company’s failure to Section 6.02 and such acceleration shall not have been rescinded on or before provide the applicable Option Purchase DateNotice). The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to held by it for Purchase at Holder’s Option during the continuance of an Event of Default (other than a Default in the payment of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, consideration or arising from the Base Indenture or the Securities Company’s failure to the contrary, if the option granted to Holders to require the purchase of the Securities on provide the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable lawsNotice).

Purchase of Securities at Option of the Holder. (Aa) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 PARAGRAPH 8 of the Securities on November October 1, 20172010, November October 1, 2019 2015 and November October 1, 2024 2020 (each, an “Option Purchase Date”"OPTION PURCHASE DATE"), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Date (the "OPTION PURCHASE PRICE") (provided, however, that any such accrued and unpaid interest shall be paid not to the Holder submitting the relevant Security for purchase on the Option Purchase Price for such SecuritiesDate but instead to the Holder of record at the close of business on the corresponding record date), upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice (as defined below), by such Holder, at any time from the opening of business 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each caseSecurities, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which that the Holder will deliver to be purchased, if such Securities are in certificated formthe form of Physical Securities; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 PARAGRAPH 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice (as defined below), at any time after delivery of such Purchase Notice, of such Securities (such Securities to conform in all material respects to the description thereof in the related Option Purchase Notice(as defined below)), together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option payable as herein provided upon Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender such Securities to the Paying Agent)Holder's Option. If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled entitled, upon reasonable request, to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, any Holder that has delivered the Purchase Notice contemplated by this Section 3.12(A) to the Trustee or any Paying Agent shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified in Section 3.12(B)(vii). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), on or before the twentieth (20th) Business Days prior to each Option Purchase Date to the Trustee, each Paying Agent, each Holder, at its address shown on the Security Registrar’s books, and each beneficial owner as required by applicable law. Such notice shall state: (i) the Option Purchase Price and the Conversion Rate; (ii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option; (iv) that Securities must be surrendered, or transferred by book-entry transfer, to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest); (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.

Purchase of Securities at Option of the Holder. (A) At the option of the Holder thereof, Securities (or portions thereof that are integral multiples of $1,000 in principal amount) shall be purchased by the Company pursuant to paragraph 7 PARAGRAPH 8 of the Securities on November 1each of August 15, 20172009, November 1August 15, 2014 and August 15, 2019 and November 1, 2024 (each, an “Option Purchase Date”"OPTION PURCHASE DATE"), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or such portions thereof) to be so purchased (the "OPTION PURCHASE PRICE"), plus accrued and unpaid interest, if any, to, but excluding, the applicable Option Purchase Price for such SecuritiesDate, upon: (i) delivery to the Trustee or any Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice, by such Holder, at any time from the opening of business on the date that is twenty (20) Business Days prior to the applicable Option Purchase Date until the close of business on the Business Day immediately preceding the applicable Option Purchase Date, of a Purchase Noticepurchase notice (the "PURCHASE NOTICE"), in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating: (a) the certificate number(s) of the Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of Securities to be purchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be purchased as of the applicable Option Purchase Date pursuant to the terms and conditions specified in paragraph 7 PARAGRAPH 8 of the Securities and in this Section 3.12Indenture; and (ii) delivery or book-entry transfer to the Trustee Company (if it is acting as its own Paying Agent), or to a Paying AgentAgent designated by the Company for such purpose in the Option Purchase Notice, at any time after delivery of such Purchase Notice, of such Securities (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Option Purchase Price therefor (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities interest, if any, to, but excluding, such Interest Payment Date will be paid, on such Interest Payment the applicable Option Purchase Date, to the Holder(s) of record of such Securities payable as herein provided upon Repurchase at the close of business on such Regular Record Date without any requirement to surrender such Securities to the Paying Agent)Holder's Option. If such Securities are held in book-entry form through the Depositary, the Purchase Notice, and each withdrawal of any Purchase Notice, Notice shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Company (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities herein to the contrary, any Holder that has delivered delivering the Purchase Notice contemplated by this Section 3.12(ASECTION 3.08(A) to the Trustee Company (if it is acting as its own Paying Agent) or any to a Paying Agent designated by the Company for such purpose in the Option Purchase Notice shall have the right to withdraw such Purchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding prior to the applicable Option Purchase Date, of a written notice of withdrawal to the Trustee Company (if acting as its own Paying Agent) or any the Paying Agent, which notice shall contain the information specified in Section 3.12(B)(viiSECTION 3.08(B)(VIII). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Option Purchase Date with respect to a Security to be purchased by the Company pursuant to a Purchase at Holder’s Option is after a Regular Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Security to, but excluding, such Option Purchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date and (ii) the Option Purchase Price for such Security shall not include such accrued and unpaid interest. (B) The Company shall give notice (the “Option Purchase Notice”), "OPTION PURCHASE NOTICE") on or before the twentieth a date not less than twenty (20th20) Business Days prior to each Option Purchase Date to all Holders at their addresses shown in the Trustee, each Paying Agent, each Holder, at its address shown on register of the Security Registrar’s books, Registrar and each to beneficial owner owners as required by applicable law. Such notice shall state: (i) the Option Purchase Price plus accrued and the Conversion Rateunpaid interest, if any, to, but excluding, such Option Purchase Date; (ii) the Conversion Rate, the Conversion Price and the manner by which the Conversion Value, Principal Return and Net Share Amount can be determined; (iii) the names and addresses of the Trustee, each Paying Agent and the Conversion Agent; (iiiiv) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, ARTICLE X only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option; SECTION 3.08; (ivv) that Securities must be surrendered, or transferred by book-entry transfer, surrendered to the Paying Agent to collect payment of the Option Purchase Price (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then plus accrued and unpaid interest on such Securities interest, if any, to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent); (v) that the Option Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable, but in no event later than the later of such Option Purchase Date or the time of delivery of the Security as described in clause (iv) above (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date and the Option Purchase Price will not include such accrued and unpaid interest); (vi) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (vii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Option Purchase Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (I) the name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Option Purchase Date pursuant to a Purchase at Holder’s Option, (III) the certificate number(s) of such Securities to be so withdrawn, if such Securities are in certificated form, (IV) the principal amount of the Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and (V) the principal amount, if any, of the Securities of such Holder that remain subject to the Purchase Notice delivered by such Holder in accordance with this Section 3.12, which amount must be $1,000 or an integral multiple thereof; (viii) that, except as otherwise provided herein, on and after the applicable Option Purchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase Repurchase at Holder’s 's Option), interest on Securities subject to Purchase at Holder’s Option will cease to accrue, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon a Purchase at Holder’s Option; and (ix) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Option Purchase Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Option Purchase Notice shall be prepared by the Company. No failure of the Company to give an Option Purchase Notice shall limit any Holder’s right to exercise its rights to require the Company to purchase such Holder’s Securities pursuant to a Purchase at Holder’s Option. (C) Subject to the provisions of this Section 3.12, the Company shall pay, or cause to be paid, the Option Purchase Price with respect to each Security subject to Purchase at Holder’s Option to the Holder thereof as promptly as practicable, but in no event later than the later of the applicable Option Purchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, to the Trustee or the Paying Agent (except that, if the Option Purchase Date is after a Regular Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Securities at the close of business on such Regular Record Date without any requirement to surrender or transfer such Securities to the Paying Agent). (D) Prior to 10:00 A.M., New York City time on the applicable Option Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 10.03 of the Base Indenture) money, in funds immediately available on the applicable Option Purchase Date, sufficient to pay the consideration payable as herein provided for all of the Securities that are to be purchased by the Company on such Option Purchase Date pursuant to such Purchase at Holder’s Option. The Paying Agent shall return to the Company, as soon as practicable, any money not required for that purpose. (E) Once the Purchase Notice has been duly delivered in accordance with this Section 3.12, the Securities to be purchased pursuant to the Purchase at Holder’s Option shall, on the applicable Option Purchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option), except as otherwise herein provided, such Securities shall cease to bear interest, and all rights of the Holders with respect to such Securities shall terminate, other than the right to receive, in accordance herewith, the such consideration. (F) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.12 may be converted pursuant to Article X, if otherwise convertible in accordance with Article X, only if such Purchase Notice has been withdrawn in accordance with this Section 3.12 or if there shall be a Default in the payment of the consideration payable as herein provided upon a Purchase at Holder’s Option. (G) If any Security subject to Purchase at Holder’s Option shall not be paid in accordance herewith, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security shall continue to be convertible pursuant to Article X. (H) Any Security which is to be submitted for Purchase at Holder’s Option only in part shall be delivered pursuant to this Section 3.12 (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 Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not submitted for Purchase at Holder’s Option. (I) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, there shall be no purchase of any Securities pursuant to this Section 3.12 if the principal amount of the Securities has been accelerated pursuant to Section 6.02 and such acceleration shall not have been rescinded on or before the applicable Option Purchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Purchase at Holder’s Option during the continuance of such an acceleration. (J) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the option granted to Holders to require the purchase of the Securities on the applicable Option Purchase Date is determined to constitute a tender offer, the Company shall comply with all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws, and will file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws.;