Common use of Repurchase at Option of Holder Upon a Fundamental Change Clause in Contracts

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the maturity of the Notes, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, for cash on a date designated by the Company (the “Fundamental Change Repurchase Date”) that is not less than twenty (20) nor more than thirty (30) days after the date of the Fundamental Change Notice (as defined in Section 3.08(b)) for such Fundamental Change at a repurchase price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding the foregoing, if a Fundamental Change Repurchase Date falls after an interest payment record date but on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest on such interest payment date to the Holder of record at the close of business on the corresponding record date. Notwithstanding the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation to any other state within the United States. (b) Within fifteen (15) Business Days after the occurrence of a Fundamental Change, the Company, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on the date of the Fundamental Change a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. If the Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) the time of book-entry transfer or delivery of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple of equal to $1,000 in principal amountamount or an integral multiple thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued the sum of the amounts of all remaining scheduled interest payments through and unpaid interest up toincluding the Maturity Date (the “Fundamental Change Repurchase Price”), but excludingsubject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include such accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 13.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Xxxxxxxxxx Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities), 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change (if applicable); (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as in excess of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying AgentPrice. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or an integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase Price, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 14.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities) 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice to the Holders in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon a Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all in excess of the Notes or portions thereof that are Fundamental Change Repurchase Price. (e) Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section 3.01, the Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such payments and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (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 notarization or medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent required: (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 and Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other tender offer rules schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or an integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 13.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities) 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements; provided, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New Yorkhowever, Borough of Manhattan, that if such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery Repurchase Date is after a Record Date for the payment of a written notice an installment of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Security at the Close of Business on such Record Date and the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) Repurchase Price shall not include any accrued and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest errorunpaid interest. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all in excess of the Notes or portions thereof that are Fundamental Change Repurchase Price. (e) Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section 3.01, the Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (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 promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent required (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other tender offer rules schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the "Fundamental Change Repurchase Right"), at such Holder’s 's option, to require the Company to repurchase (a "Repurchase Upon Fundamental Change") all of such Holder’s Notes, 's Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or an integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “"Fundamental Change Repurchase Date”"), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred and eight percent (108%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 14.01 a notice (the “"Fundamental Change Notice”") of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities) 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company's request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in use)the Company's name and at the Company's expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder's right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all in excess of the Notes or portions thereof that are Fundamental Change Repurchase Price. (e) Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section 3.01, the Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 plus 6% per annum, and such Security shall be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (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 notarization or medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent required (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other tender offer rules schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty (30) days Business Days, after the date of the Fundamental Change Notice (as defined is mailed in accordance with Section 3.08(b3.02(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.02; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depositary, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.02(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.02(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) Business Days 10 days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record on the date Securities at their addresses shown in the register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to HoldersTrustee. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, by means of a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn, if such Securities are Physical Securities, 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.02, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.02 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall mail such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.02, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements; provided, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New Yorkhowever, Borough of Manhattan, that if such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery Repurchase Date is after a Record Date for the payment of a written notice an installment of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Security at the Close of Business on such Record Date and the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) Repurchase Price shall not include any accrued and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest errorunpaid interest. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date the Trustee or other pursuant to a Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (e) Once the Company if Fundamental Change Notice and the Company is acting as Repurchase Notice have been duly given in accordance with this Section 3.02, the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) The Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.02 may be converted pursuant to Article 10 only if such Securities are not subject to a Repurchase Notice, such Repurchase Notice has been withdrawn in accordance with this Section 3.02 or the Company will comply defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.02. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.02 (with, if the requirements Company or the Trustee so requires, due endorsement by, or a written instrument of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act transfer in form satisfactory to the extent applicable. To Company and the extent that Trustee duly executed by, the provisions Holder thereof or its attorney duly authorized in writing, with a medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any securities laws or regulations conflict authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default by the Company that would be cured by the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.02 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with the provisions of this Indenture governing and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an offer to purchase upon a acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent applicable (i) comply with the provisions of Rule 13e-4 and Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased in connection with any offer by the Company at to purchase the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such dateSecurities.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or an integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 14.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities) 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all in excess of the Notes or portions thereof that are Fundamental Change Repurchase Price. (e) Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section 3.01, the Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (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 notarization or medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent required (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other tender offer rules schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is mailed in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest; provided further, that if the Fundamental Change Repurchase Date occurs after a Record Date and on or prior to the corresponding Interest Payment Date, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record at the Close of Business on the corresponding record dateRecord Date, and the Fundamental Change Repurchase Price payable to the Holder who presents the Security for redemption shall be 100% of the principal amount of such Security. If such Securities are held in book-entry form through the Depositary, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Repurchase Notice contemplated by this Section 3.08 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesRepurchase Notice or written notice of withdrawal thereof. (b) Within fifteen (15) Business Days 10 days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record on the date Securities at their addresses shown in the register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it is mailed notices are delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, by means of a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn, if such Securities are Physical Securities, 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall mail such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements; provided, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New Yorkhowever, Borough of Manhattan, that if such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery Repurchase Date is after a Record Date for the payment of a written notice an installment of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Security at the Close of Business on such Record Date and the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) Repurchase Price shall not include any accrued and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest errorunpaid interest. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date the Trustee or other pursuant to a Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (e) Once the Company if Fundamental Change Notice and the Company is acting as Repurchase Notice have been duly given in accordance with this Section 3.01, the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) The Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Securities are not subject to a Repurchase Notice, such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company will comply defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (with, if the requirements Company or the Trustee so requires, due endorsement by, or a written instrument of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act transfer in form satisfactory to the extent applicable. To Company and the extent that Trustee duly executed by, the provisions Holder thereof or its attorney duly authorized in writing, with a medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any securities laws or regulations conflict authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with the provisions of this Indenture governing and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an offer to purchase upon a acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent applicable (i) comply with the provisions of Rule 13e-4 and Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws and regulations and will not in connection with any offer by the Company to purchase the Securities; provided that any time period specified in this Article 3 shall be deemed extended to have breached its obligations under the provisions of this Indenture by virtue of extent necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (aA) If there shall occur a In the event any Fundamental Change at any time prior to the maturity of the Notesshall occur, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes, Securities (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty five (35) that is not less days, nor earlier than twenty (20) nor more than thirty (30) days Business Days, after the date of the Fundamental Change Notice (as defined below) is mailed in accordance with Section 3.08(b3.13(B)) , at a price, payable in cash, equal to the Fundamental Change Repurchase Price for such Securities, upon: (i) delivery to the Trustee or any Paying Agent, by such Holder, at any time prior to the close of business on the Business Day immediately preceding the applicable Fundamental Change at Repurchase Date, of a repurchase price equal to 101% 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 aggregate Securities which the Holder will deliver to be purchased, if such Securities are in certificated form; (b) the principal amount of the Notes Securities to be repurchased, plus accrued 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 Fundamental Change Repurchase Date pursuant to the terms and unpaid interest up toconditions specified in this Section 3.13; and (ii) delivery or book-entry transfer to the Trustee or a Paying Agent, but excludingat 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 Fundamental Change Repurchase Date. Notwithstanding the foregoingPrice therefor (except that, if a the Fundamental Change Repurchase Date falls is after an interest payment record date but a Regular Record Date and on or prior to before the corresponding interest payment dateimmediately following Interest Payment Date, the Company will pay the full amount of then accrued and unpaid interest on such interest payment date Securities to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder 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 corresponding record datePaying 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 foregoingBase Indenture or the Securities to the contrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Purchase Notice contemplated by this Section 3.08 3.13(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 Fundamental Change Repurchase Date, of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified in connection with a merger, consolidation Section 3.13(B)(xi). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (bB) Within fifteen (15) Business Days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders each Holder of record the Securities, at its address shown on the date of the Fundamental Change Security Registrar’s books, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee and shall cause a copy to be published at the expense of the Company in a press release disseminated through Dow Xxxxx & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such time as it is mailed to Holderspress releases. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of such Fundamental Change; (iii) the Fundamental Change Repurchase Date; (iv) the date by which the Fundamental Change Repurchase Right must be exercised; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) a description of the procedures which a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that Securities must be surrendered, or transferred by book-entry transfer, to the Paying Agent to collect payment of the Fundamental Change Repurchase Price (except that, if the Fundamental Change Repurchase 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); (ix) that the Fundamental Change Repurchase 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 Fundamental Change Repurchase Date or the time of delivery of the Security as described in clause (viii) above (except that, if the Fundamental Change Repurchase 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 Fundamental Change Repurchase Price will not include such accrued and unpaid interest); (x) that, except as otherwise provided herein, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon Repurchase Upon Fundamental Change), interest on Securities subject to Repurchase Upon Fundamental Change 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 price consideration payable as herein provided upon Repurchase Upon Fundamental Change; (xi) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Trustee or any Paying Agent receives, at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or any time prior to the close of business on the Business Day immediately preceding the applicable Fundamental Change Repurchase 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 Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. a Repurchase Upon Fundamental Change, (cIII) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (icertificate number(s) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, Securities to be so repurchased at the option of the Holderwithdrawn, the Company must receive at the office or agency of the Company maintained for that purpose orif such Securities are in certificated form, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (iIV) the principal amount of the Note with respect Securities of such Holder to be so withdrawn, which such notice of withdrawal is being submitted; amount must be $1,000 or an integral multiple thereof and (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iiiV) the principal amount, if any, of the Securities of such Note Holder that remains remain subject to the original Option Purchase Notice delivered by such Holder in accordance with this Section 3.13, which amount must be $1,000 or an integral multiple thereof; (xii) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xiii) 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 3.13 or if there shall be a Default in the payment of Holder the consideration payable as herein provided upon a Repurchase Upon Fundamental Change; and (xiv) 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 Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to Elect Repurchasegive a Fundamental Change Notice shall limit any Holder’s right to exercise a Fundamental Change Repurchase Right. (eC) The Subject to the provisions of this Section 3.13, the Company shall depositpay, or cause to be depositedpaid, the Fundamental Change Repurchase Price with respect to each Security as to which the Trustee Fundamental Change Repurchase Right shall have been exercised to the Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Date and the time such Security (together with all necessary endorsements) is surrendered or transferred, by book-entry, is surrendered to the Paying Agent (except that, if the Fundamental Change Repurchase 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 a Fundamental Change Repurchase Date, the Company shall deposit with one or more a Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof10.03 of the Base Indenture) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery consideration payable as herein provided for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date pursuant to the Trustee or other Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (E) Once the Company if Fundamental Change Notice and the Company is acting as Purchase Notice have been duly given in accordance with this Section 3.13, the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the consideration payable as herein provided upon Repurchase Upon Fundamental Change), (i) the Notes will except as otherwise herein provided, such Securities shall cease to be outstanding, (ii) interest on the Notes will cease to accruebear interest, and (iii) all other rights of the Holders of with respect to such Notes will Securities shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agentaccordance herewith, such consideration. (fF) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.13 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 3.13 or if there shall be a Default in the payment of the consideration payable as herein provided upon Repurchase Upon Fundamental Change. (G) If any Security shall not be paid upon surrender thereof for Repurchase Upon Fundamental Change, 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 Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.13 (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 duly submitted for Repurchase Upon Fundamental Change. (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 3.13 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 Fundamental Change Repurchase Date. The Paying Agent will promptly return to the respective Holders thereof any Securities tendered to it for Repurchase Upon Fundamental Change 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 repurchase of the Securities upon the occurrence of a Fundamental Change is determined to constitute a tender offer, the Company will shall comply with the requirements of Rule 13e-4, Rule 14e-1 and any other all applicable tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict Act, including Rule 13e-4 and Regulation 14E thereunder, and with the provisions of this Indenture governing an offer to purchase upon a Fundamental Changeall other applicable laws, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations file a Schedule TO or any other schedules required under the provisions of this Indenture by virtue of such complianceExchange Act or any other applicable laws. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (aA) If there shall occur a In the event any Fundamental Change at any time prior to the maturity of the Notesshall occur, then each Holder of Notes shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Notes (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty-five (35) that is not less days, nor earlier than twenty (20) nor more than thirty (30) days days, after the date of the Fundamental Change Notice (as defined below) is mailed in accordance with Section 3.08(b3.02(B)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes (or portions thereof) to be repurchasedso repurchased (the “Fundamental Change Repurchase Price”), plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding , upon: (i) delivery to the foregoingCompany (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, of a Purchase Notice, in the form set forth in the Notes 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 Notes which the Holder will deliver to be repurchased, if such Notes are in certificated form; (b) the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Notes are to be repurchased pursuant to the terms and conditions specified in this Indenture; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Purchase Notice, of such Notes (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Regular Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, then the Company will pay the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date will be paid on such interest payment date Interest Payment Date to the Holder of record of such Notes at the close of business on such Regular Record Date (without any surrender of such Notes by such Holder), and the corresponding Holder surrendering such Notes for repurchase will not be entitled to any such accrued and unpaid interest unless such Holder was also the Holder of record dateof such Notes at the close of business on such Regular Record Date. If such Notes are held in book-entry form through the Depositary for the Notes, the Purchase Notice and any notice of withdrawal shall comply with applicable procedures of such Depositary. Upon such delivery of Notes 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 herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Purchase Notice contemplated by this Section 3.08 3.02(A) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change 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 Fundamental Change Repurchase Date, of a mergerwritten notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, consolidation which notice shall contain the information specified in Section 3.02(B)(xi). The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (bB) Within fifteen twenty (1520) Business Days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record on the date of the Fundamental Change Notes at their addresses shown in the securities register of the Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee and shall cause a copy to be published at such time as it is mailed to Holdersthe expense of the Company in THE NEW YORK TIMES or THE WALL STREET JOURNAL or another newspaper of national circulation. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change; (ii) the date of such Fundamental Change; (iii) the Fundamental Change Repurchase Date; (iv) the date by which the Fundamental Change Repurchase Right must be exercised; (v) the Fundamental Change Repurchase Price; (vi) that there will be paid accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (except as provided in clause (x) below); (vii) the names and addresses of the Paying Agent and the Conversion Agent; (viii) a description of the procedures which a Holder must follow to exercise the Fundamental Change Repurchase Right; (ix) that, in order to exercise the Fundamental Change Repurchase Right, the Notes must be surrendered (together with all necessary endorsements) for payment of the Fundamental Change Repurchase Price plus accrued and unpaid interest, if any, payable as herein provided upon Repurchase Upon Fundamental Change; (x) that the Fundamental Change Repurchase Price, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date, for any Note 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 price later of such Fundamental Change Repurchase Date and the time of delivery of the Note (together with all necessary endorsements) as described in clause (viii) above; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Note at which the close of business on such Regular Record Date (without any surrender of such Notes by such Holder), and the Holder surrendering such Note for repurchase will not be entitled to any such accrued and unpaid interest unless such Holder was also the Holder of record of such Note at the close of business on such Regular Record Date; (xi) that, except as otherwise provided herein, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the consideration payable as herein provided upon Repurchase Upon Fundamental Change), interest on Notes subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Notes shall terminate, other than the right to receive, in accordance herewith, the consideration payable as herein provided upon Repurchase Upon Fundamental Change; (xii) that a Holder will be entitled to withdraw its election in the Purchase Notice if the Company shall be obligated to repurchase Notes(if acting as its own Paying Agent), that or the Holder must exercise the repurchase right on or Paying Agent receives, prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase 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 Notes purchased by the Company on such Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. a Repurchase Upon Fundamental Change, (cIII) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (icertificate number(s) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holderwithdrawn, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with if such Notes duly endorsed for transferare in certificated form, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (iIV) the principal amount of the Note with respect Notes of such Holder to be so withdrawn, which such notice of withdrawal is being submitted; amount must be $1,000 or an integral multiple thereof and (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iiiV) the principal amount, if any, of the Notes of such Note Holder that remains remain subject to the original Option Purchase Notice delivered by such Holder in accordance with this Section 3.02, which amount must be $1,000 or an integral multiple thereof; (xiii) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xiv) that Notes 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 3.02 or if there shall be a Default in the payment of Holder the Fundamental Change Repurchase Price or in the accrued and unpaid interest, if any, payable as herein provided upon Repurchase Upon Fundamental Change; and (xv) the CUSIP number or numbers, as the case may be, of the Notes. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to Elect Repurchasegive a Fundamental Change Notice shall limit any Holder’s right to exercise a Fundamental Change Repurchase Right. In the event that the Company fails to give a Fundamental Change Notice, the Holders may exercise their Fundamental Change Repurchase Rights from the final date upon which the Company was required to give the Fundamental Change Notice. (eC) The Subject to the provisions of this Section 3.02, the Company shall depositpay, or cause to be depositedpaid, the Fundamental Change Repurchase Price, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date, with respect to each Note as to which the Trustee Fundamental Change Repurchase Right shall have been exercised to the Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Date and the time such Note is surrendered to the Paying Agent; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such record date, and the Holder surrendering such Note for repurchase will not be entitled to any such accrued and unpaid interest unless such Holder was also the Holder of record of such Note at the close of business on such Regular Record Date. (D) Prior to 11:00 A.M., New York City time on a Fundamental Change Repurchase Date, the Company shall deposit with one or more a Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof1003 of the Base Indenture) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery consideration payable as herein provided upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date the Trustee or other pursuant to a Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (E) Once the Company if Fundamental Change Notice and the Company is acting as the Paying AgentPurchase Notice have been duly given in accordance with this Section 3.02, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the consideration payable as herein provided upon Repurchase Upon Fundamental Change), (i) the except as otherwise herein provided, such Notes will shall cease to be outstanding, (ii) interest on the Notes will cease outstanding and to accruebear interest, and (iii) all other rights of the Holders of such Notes will shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agentaccordance herewith, such consideration. (fF) The Company will comply Notes with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.02 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 3.02 or if there shall be a Default in the requirements payment of Rule 13e-4, Rule 14e-1 and the consideration payable as herein provided upon Repurchase Upon Fundamental Change. (G) If any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase Note shall not be paid upon a surrender thereof for Repurchase Upon Fundamental Change, the Company will comply with principal of, and accrued and unpaid interest on, such Note shall, until paid, bear interest, payable in cash, at the applicable securities laws and regulations and will not be deemed to have breached its obligations under rate borne by such Note on the provisions of this Indenture by virtue principal amount of such complianceNote, and such Note shall continue to be convertible pursuant to Article X. (H) Any Note which is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.02 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Note not duly submitted for Repurchase Upon Fundamental Change. (gI) Notwithstanding anything herein to the contrary, there shall be no purchase of any Notes pursuant to this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change 3.02 if the principal amount of the Notes has been accelerated, accelerated pursuant to Section 502 of the Base Indenture and such acceleration has shall not have been rescinded, rescinded on or prior before the applicable Fundamental Change Repurchase Date. The Paying Agent will promptly return to the respective Holders thereof any Notes tendered to it for Repurchase Upon Fundamental Change during the continuance of such datean acceleration. (J) Notwithstanding anything herein to the contrary, if the option granted to Holders to require the repurchase of the Notes upon the occurrence of a Fundamental Change 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. (K) As used herein and in the Notes, a “Fundamental Change” shall be deemed to have occurred upon the occurrence of either a “Change in Control” or a “Termination of Trading.”

Repurchase at Option of Holder Upon a Fundamental Change. (a) i. If there shall occur a Fundamental Change (as defined below) occurs at any time prior to the maturity of the NotesFinal Redemption Date, then each Holder holder of 11.0% Cumulative Convertible Preferred Shares shall have the right, at such Holderholder’s option, to require the Company to repurchase all of such Holderholder’s Notes11.0% Cumulative Convertible Preferred Shares, or any portion thereof that is a multiple of $1,000 principal amountthereof, for cash on a date designated by the Company (the “Fundamental Change Repurchase Date”) that is not less than twenty (20) nor more than thirty (30) days after the date of the Fundamental Change Notice (as defined below) in Section 3.08(b)) for respect of such Fundamental Change at a repurchase price per share equal to 101100% of the aggregate principal amount Liquidation Preference of the Notes 11.0% Cumulative Convertible Preferred Shares to be repurchased, plus accrued an amount equal to any accumulated and unpaid interest distributions not included in the Liquidation Preference up to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding the foregoing, if a Fundamental Change Repurchase Date falls is after an interest payment record date a Distribution Record Date but on or prior to the corresponding interest payment dateDistribution Payment Date, the Company will pay the full amount of accrued accumulated and unpaid interest distributions on such interest payment date Distribution Payment Date to the Holder holder of record at the close of business on the corresponding record dateDistribution Record Date. Notwithstanding the foregoing, no Notes 11.0% Cumulative Convertible Preferred Shares may be surrendered for repurchase pursuant to this Section 3.08 3.h in connection with a merger, consolidation consolidation, conversion or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation organization to any other state within the United States. ii. Before the fifteenth (b15th) Within fifteen (15) Business Days day after the occurrence of a Fundamental Change, the Company, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, Company shall mail or cause to be mailed to all Holders holders of record on the date of the Fundamental Change a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and Change, of the repurchase right at the option of the Holders holders arising as a result thereof. If the Company shall give such notice, the Company shall also deliver a copy of thereof and the Fundamental Change Notice to the Trustee at such time Conversion Date (as it is mailed to Holdersdefined below). Each Fundamental Change Notice shall specify (A) the circumstances constituting the Fundamental Change, (B) the Fundamental Change Repurchase Date, (C) that; if the price at which the Company shall be obligated holder desires to repurchase Notes, that the Holder must exercise the its repurchase right pursuant to this Section 3.h, the holder must do so on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), (D) that the Holder holder shall have the right to withdraw any Notes 11.0% Cumulative Convertible Preferred Shares surrendered prior to the Fundamental Change Expiration Time, (E) if the 11.0% Cumulative Convertible Preferred Shares are then convertible, that 11.0% Cumulative Convertible Preferred Shares as to which an Option of Holder to ElectRepurchase (as hereinafter defined) has been given may be converted only if the Option of Holder to Elect Repurchase is withdrawn in accordance with the terms of the Trust Agreement, (F) a description of the procedure that a Holder holder must follow to exercise such repurchase right and to withdraw any surrendered Notes11.0% Cumulative Convertible Preferred Shares, (G) the place or places where the Holder holder is to surrender such Holderholder’s Notes11.0% Cumulative Convertible Preferred Shares, (H) the amount of interest accrued accumulated and unpaid on each Note distributions in respect of such holder’s 11.0% Cumulative Convertible Preferred Shares to the Fundamental Change Repurchase Date and (I) the CUSIP number or numbers of the Notes 11.0% Cumulative Convertible Preferred Shares (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holdersholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes 11.0% Cumulative Convertible Preferred Shares pursuant to this Section 3.083.h. (c) iii. Repurchases of Notes 11.0% Cumulative Convertible Preferred Shares under this Section 3.08 3.h shall be made, at the option of the Holder holder thereof, upon: (i) upon delivery to the Trustee Company, prior to the Fundamental Change Expiration Time, at the Corporate Trust Office of address specified in the Trustee (or other Paying Agent appointed by the Company) applicable Fundamental Change Notice by a Holder holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) the time of book-entry transfer or delivery of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.11.0%

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change at any time prior to the maturity Change, each Holder of the Notes, then each Holder Securities shall have the right, at such the Holder’s 's option, to require the Company to repurchase all of such Holder’s Notes, or 's Securities including any portion thereof that which is a multiple of $1,000 in principal amount, for cash amount or any integral multiple thereof on a date designated selected by the Company (the “Fundamental Change Repurchase Date”) that "FUNDAMENTAL CHANGE REPURCHASE DATE"), which date is not less than twenty (20) nor more than thirty thirty-five (3035) days Business Days after the date of on which the Fundamental Change Notice (as defined is mailed in Section 3.08(b)) for such Fundamental Change accordance with the Indenture, at a repurchase price payable in cash equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes to be repurchasedsuch Security, plus accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding the foregoingDate (provided, however, that if a Fundamental Change Repurchase Date falls after an interest payment record date but a Record Date and on or prior to the corresponding interest payment dateInterest Payment Date, the Company will shall pay the full amount of accrued and unpaid interest interest, if any, on such interest payment date Interest Payment Date to the Holder of record at the close of business on the corresponding record dateRecord Date, and the Fundamental Change Repurchase Price shall be 100% of the principal amount of the Securities repurchased). Notwithstanding the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation to any other state within the United States. (b) Within fifteen (15) Business Days days after the occurrence of a the Fundamental Change, the CompanyCompany must mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on the date of the Fundamental Change a mailed, notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and to each Holder at the address of such Holder appearing in the register of the repurchase right at the option of the Holders arising as a result thereofRegistrar. If the Company Such notice shall give such noticeinclude, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Timeamong other things, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and Right. To exercise the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be madeFundamental Change Repurchase Right, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the NotesSecurities must, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option provisions of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeIndenture, specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; (ii) the certificate numberdeliver, if any of the Note in respect of which such notice of withdrawal is being submittedno later than 5:00 p.m., or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amountNew York City time, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all Date, a Purchase Notice to the Notes Company (if it is acting as its own Paying Agent) or to be repurchased on the Paying Agent; and (ii) deliver, at any time after the delivery of such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excludingPurchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Date; provided that if such payment is made on Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder's exercise of its Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but Right are held in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) the time of book-entry transfer or delivery form through the Depositary, then such Purchase Notice must comply with applicable procedures of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying AgentDepositary. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change at any time prior to the maturity Change, each Holder of the Notes, then each Holder Securities shall have the right, at such the Holder’s option, to require the Company to repurchase all of such Holder’s NotesSecurities, or including any portion thereof that which is a multiple of $1,000 in principal amountamount or any integral multiple thereof, for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”) that ), which date is not less than twenty (20) nor more no later than thirty (30) days after the date on which notice of the Fundamental Change Notice (as defined in Section 3.08(b)) for such Fundamental Change is mailed in accordance with the Indenture, at a repurchase price payable in cash equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes to be repurchasedsuch Security, plus accrued and unpaid interest up and Additional Interest to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding the foregoing, if a Fundamental Change Repurchase Date falls after an interest payment record date but on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest on such interest payment date to the Holder of record at the close of business on the corresponding record date. Notwithstanding the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation to any other state within the United States. Within twenty (b20) Within fifteen (15) Business Days days after the occurrence of a the Fundamental Change, the CompanyCompany must mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on the date of the Fundamental Change a mailed, notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and to each Holder at the address of such Holder appearing in the register of the repurchase right at the option of the Holders arising as a result thereofRegistrar. If the Company Such notice shall give such noticeinclude, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Timeamong other things, a description of the procedure that procedures which a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and Right. To exercise the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be madeFundamental Change Repurchase Right, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the NotesSecurities must, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option provisions of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeIndenture, specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; (ii) the certificate numberdeliver, if any of the Note in respect of which such notice of withdrawal is being submittedno later than 5:00 p.m., or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amountNew York City time, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the third (3rd) Business Day immediately preceding the Fundamental Change Repurchase Date all Date, a Repurchase Notice to the Notes Company (if it is acting as its own Paying Agent) or to be repurchased on the Paying Agent; and (ii) deliver, at any time after the delivery of such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excludingRepurchase Notice, the Securities with respect to which the Holder is exercising its Fundamental Change Repurchase Date; provided that if such payment is made on Right (together with all necessary endorsements). If the Securities delivered in connection with a Holder’s exercise of its Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but Right are held in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) the time of book-entry transfer or delivery form through the Depositary, then such Repurchase Notice must comply with applicable procedures of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying AgentDepositary. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple of equal to $1,000 in principal amountamount or an integral multiple thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued the sum of the amounts of all remaining scheduled interest payments through and unpaid interest up toincluding the Maturity Date (the “Fundamental Change Repurchase Price”), but excludingsubject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include such accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 13.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities), 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change (if applicable); (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes Securities. At the Company’s request given at least five (if then generally 5) Business Days before such notice is to be sent, the Trustee shall send such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all in excess of the Notes or portions thereof that are Fundamental Change Repurchase Price. (e) Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section 3.01, the Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (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 notarization or medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent required (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other tender offer rules schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change at any time prior to the maturity Change, each Holder of the Notes, then each Holder Securities shall have the right, at such the Holder’s 's option, to require the Company to repurchase all of such Holder’s Notes, or 's Securities including any portion thereof that which is a multiple of $1,000 in principal amount, for cash amount or any integral multiple thereof on a date designated selected by the Company (the “Fundamental Change Repurchase Date”"FUNDAMENTAL CHANGE REPURCHASE DATE"), which date is no later than thirty (30) that is not less Trading Days and no earlier than twenty (20) nor more than thirty (30) days Trading Days after the date on which notice of the Fundamental Change Notice (as defined in Section 3.08(b)) for such Fundamental Change is mailed in accordance with the Indenture but in no event prior to the Fundamental Change, at a repurchase price payable in cash equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes to be repurchasedsuch Security, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding In addition, in the foregoing, if a event of certain Fundamental Change Repurchase Date falls after an interest payment record date but on or Changes that occur prior to the corresponding interest payment dateAugust 15, 2009, the Company will pay the full amount of accrued and unpaid interest on such interest payment date to the Holder of record at the close of business on the corresponding record dateMake-Whole Premium described below. Notwithstanding the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation to any other state within the United States. Within thirty (b30) Within fifteen (15) Business Days days after the occurrence of a the Fundamental Change, the CompanyCompany must mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on the date of the Fundamental Change a mailed, notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and to each Holder of record. Such notice shall include, among other things, a description of the repurchase right at the option of the Holders arising as procedure which a result thereof. If the Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice Holder must follow to the Trustee at such time as it is mailed to Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, exercise the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must Right. To exercise the repurchase right on or prior to Fundamental Change Repurchase Right, a Holder of Securities must, in accordance with the provisions of the Indenture, (i) deliver, no later than the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the third Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase priceDate, together with accrued and unpaid interest up to, but excluding, the a Fundamental Change Repurchase DateNotice to the Company (if it is acting as its own Paying Agent) or to the Paying Agent; provided that if and (ii) deliver, at any time after the delivery of such payment is made on the Fundamental Change Repurchase Date it must be received by Notice, the Trustee or Paying Agent, as Securities with respect to which the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Holder is exercising its Fundamental Change Repurchase Date, and Right (y) the time of book-entry transfer or delivery of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, together with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agentnecessary endorsements). (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or an integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 14.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifyingstate: (i) the principal amount of events causing the Note with respect to which such notice of withdrawal is being submittedFundamental Change; (ii) the certificate number, if any date of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; andFundamental Change; (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase.Fundamental Change Repurchase Date; (eiv) The Company the last date on which the Fundamental Change Repurchase Right may be exercised, which shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, Date; (v) the Fundamental Change Repurchase Date; provided Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that if such payment is made on a Holder must follow to exercise the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase Right; (and not withdrawnviii) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following that the Fundamental Change Repurchase Date, Price for any Security as to which a Repurchase Notice has been given and (y) not withdrawn will be paid no later than the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Note surrendered for repurchaseSecurity (together with all necessary endorsements); (ix) that, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto except as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, otherwise provided herein with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the a Fundamental Change Repurchase Date that is after a Record Date for the Trustee payment of an installment of interest and on or other Paying Agent appointed by before the Companyrelated Interest Payment Date, or on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as payment of the Fundamental Change Repurchase DatePrice), then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and (iii) all other rights of the Holders of such Notes will Securities shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of accordance herewith, the Notes has been made or Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Notes have been delivered Repurchase Notice prior to the Trustee Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or Paying Agent. (f) The such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act on such Fundamental Change Xxxxxxxxxx Date pursuant to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Repurchase Upon Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue certificate number(s) of such compliance. Securities to be so withdrawn (gif such Securities are Physical Securities) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been acceleratedwithdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such acceleration has not Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right. (c) Subject to the provisions of this Section 3.01, the Company shall pay, or cause to be paid, the Fundamental Change Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been rescinded, on exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or prior when such Security is surrendered to such datethe Paying Agent together with any necessary endorsements.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or an integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase Price, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 14.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifyingstate: (i) the principal amount of events causing the Note with respect to which such notice of withdrawal is being submittedFundamental Change; (ii) the certificate number, if any date of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; andFundamental Change; (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase.Fundamental Change Repurchase Date; (eiv) The Company the last date on which the Fundamental Change Repurchase Right may be exercised, which shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, Date; (v) the Fundamental Change Repurchase Date; provided Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that if such payment is made on a Holder must follow to exercise the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase Right; (and not withdrawnviii) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following that the Fundamental Change Repurchase Date, Price for any Security as to which a Repurchase Notice has been given and (y) not withdrawn will be paid no later than the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Note surrendered for repurchaseSecurity (together with all necessary endorsements); (ix) that, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto except as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, otherwise provided herein with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the a Fundamental Change Repurchase Date that is after a Record Date for the Trustee payment of an installment of interest and on or other Paying Agent appointed by before the Companyrelated Interest Payment Date, or on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as payment of the Fundamental Change Repurchase DatePrice), then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and (iii) all other rights of the Holders of such Notes will Securities shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of accordance herewith, the Notes has been made or Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Notes have been delivered Repurchase Notice prior to the Trustee Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or Paying Agent. (f) The such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act on such Fundamental Change Repurchase Date pursuant to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Repurchase Upon Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue certificate number(s) of such compliance. Securities to be so withdrawn (gif such Securities are Physical Securities) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been acceleratedwithdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice to the Holders in the Company’s name and at the Company’s expense; provided, however, that the form and content of such acceleration has not Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right. (c) Subject to the provisions of this Section 3.01, the Company shall pay, or cause to be paid, the Fundamental Change Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been rescinded, on exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or prior when such Security is surrendered to such datethe Paying Agent together with any necessary endorsements.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Repurchase Upon Fundamental Change, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 15.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities) 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and, if applicable, any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all in excess of the Notes or portions thereof that are Fundamental Change Repurchase Price. (e) Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section 3.01, the Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (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 notarization or medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent required (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other tender offer rules schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is mailed in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest; provided further, that if the Fundamental Change Repurchase Date occurs after a Record Date and on or prior to the corresponding Interest Payment Date, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record at the Close of Business on the corresponding record dateRecord Date, and the Fundamental Change Repurchase Price payable to the Holder who presents the Security for redemption shall be 100% of the principal amount of such Security. If such Securities are held in book-entry form through the Depositary, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Repurchase Notice contemplated by this Section 3.08 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesRepurchase Notice or written notice of withdrawal thereof. (b) Within fifteen (15) Business Days 10 days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record on the date Securities at their addresses shown in the register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time notices are delivered to the Holders. Simultaneously with providing such Fundamental Change Notice, the Company shall publish a press release or publish such information on the Company’s website or through such other public medium as it is mailed to Holdersthe Company may use at such time. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (Right may be exercised, which shall be the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to Business Day immediately preceding the Fundamental Change Expiration Time, a description Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, by means of a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn, if such Securities are Physical Securities, 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 the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers numbers, as the case may be, of the Notes (if then generally Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall mail such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements; provided, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New Yorkhowever, Borough of Manhattan, that if such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery Repurchase Date is after a Record Date for the payment of a written notice an installment of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Security at the Close of Business on such Record Date and the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) Repurchase Price shall not include any accrued and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest errorunpaid interest. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date the Trustee or other pursuant to a Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (e) Once the Company if Fundamental Change Notice and the Company is acting as Repurchase Notice have been duly given in accordance with this Section 3.01, the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (f) The Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Securities are not subject to a Repurchase Notice, such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company will comply defaults in the payment of the Fundamental Change Repurchase Price. (g) If any Security shall not be paid upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01. (h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (with, if the requirements Company or the Trustee so requires, due endorsement by, or a written instrument of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act transfer in form satisfactory to the extent applicable. To Company and the extent that Trustee duly executed by, the provisions Holder thereof or its attorney duly authorized in writing, with a medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any securities laws or regulations conflict authorized denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not duly submitted for Repurchase Upon Fundamental Change. (i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with the provisions of this Indenture governing and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an offer to purchase upon a acceleration. (j) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent applicable (i) comply with the provisions of Rule 13e-4 and Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws and regulations and will not in connection with any offer by the Company to purchase the Securities; provided that any time period specified in this Article 3 shall be deemed extended to have breached its obligations under the provisions of this Indenture by virtue of extent necessary for such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (aA) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company Issuer to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple in integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company Issuer (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less days, nor earlier than twenty (20) nor more than thirty (30) days days, after the date of the Fundamental Change Notice (as defined is mailed or furnished in accordance with Section 3.08(b3.02(B)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Issuer (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Issuer for such purpose in the Fundamental Change Notice, no later than the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Purchase Notice, in the foregoingform 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 for repurchase, if such Securities are Physical Securities; (b) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be repurchased by the Issuer pursuant to the terms and conditions specified in this Section 3.02; and (ii) delivery to the Issuer (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Issuer for such purpose in the Fundamental Change Notice, at any time after the delivery of such Purchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after an interest payment record date but a Record Date and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close of business on such Record Date (without any surrender of such Securities by such Holder), and the corresponding record dateFundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depositary, the delivery of any Purchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to Section 3.02(B)(x) shall comply with applicable procedures of the Depositary. Upon such delivery of Securities to the Issuer (if it is acting as its own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive, upon request, from the Issuer or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in the foregoingIndenture to the contrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Purchase Notice contemplated by this Section 3.08 3.02(A) to the Issuer (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Issuer for such purpose in connection with the Fundamental Change 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 Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Issuer (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall contain the information specified in Section 3.02(B)(x). The Paying Agent shall promptly notify the Issuer of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesPurchase Notice or written notice of withdrawal thereof. (bB) Within fifteen (15) Business Days 15 days after the occurrence of a Fundamental Change, the Company, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, Issuer shall mail or cause to be mailed otherwise furnish to all Holders of record on the date Securities at their addresses shown in the register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. If the Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) the time of book-entry transfer or delivery of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.the

Repurchase at Option of Holder Upon a Fundamental Change. (aA) If there shall occur a Fundamental Change at any time occurs prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple in integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less days, nor earlier than twenty (20) nor more than thirty (30) days days, after the date of the Fundamental Change Notice is mailed (as defined or otherwise delivered) in accordance with Section 3.08(b3.02(B)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Purchase Notice, in the foregoingform 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 numbers of the Securities that the Holder shall deliver to be repurchased, if such Securities are Physical Securities; (b) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.02; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Purchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest due on such interest payment date that Interest Payment Date shall be payable on that Interest Payment Date to the Holder of record of such Securities at the close of business on such Record Date (without any surrender of such Securities by such Holder), and the corresponding record dateFundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are in the form of Global Securities, the delivery of any Securities, Purchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to Section 3.02(B)(x) shall comply with applicable procedures of the Depositary. Upon delivery of any 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Purchase Notice contemplated by this Section 3.08 3.02(A) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change 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 Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall contain the information specified in Section 3.02(B)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesPurchase Notice or written notice of withdrawal thereof. (bB) Within fifteen ten (1510) Business Days days after the occurrence of a Fundamental Change, the CompanyCompany shall deliver, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed delivered, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 13.01, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at and shall publicly release such time as it is mailed to HoldersFundamental Change Notice. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date; (iv) the last date on which a Holder may exercise the Fundamental Change Repurchase Right, which shall be the Business Day immediately preceding the Fundamental Change Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Purchase Notice has been given and not withdrawn shall be paid as promptly as practicable, but in no event after the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); provided, however, that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date (without any surrender of such Securities by such Holder) and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest; (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change shall cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Date, the price at which the Company Price; (x) that a Holder shall be obligated entitled to repurchase Notes, that withdraw its election in the Holder must exercise the repurchase right on or Purchase Notice prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to Business Day immediately preceding the Fundamental Change Repurchase Date and the CUSIP number by means of a letter or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be madetelegram, at the option of the Holder thereoftelex, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (facsimile transmission or other Paying Agent appointed electronic means permitted by the Company) by a Holder of a duly completed this Indenture and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, acceptable to the Trustee (or other Paying Agent appointed by the Companyreceipt of which is confirmed) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase setting forth (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the CompanyI) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option name of such Holder, (II) a statement that such Holder is withdrawing its election to have Securities purchased by the Corporate Trust Office in The City of New York, Borough of Manhattan, Company on such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as Repurchase Date pursuant to a Repurchase Upon Fundamental Change, (III) the validitycertificate numbers of such Securities to be so withdrawn, eligibility if such Securities are Physical Securities, (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (iIV) the principal amount of the Note with respect Securities of such Holder to be so withdrawn, which such notice of withdrawal is being submitted; amount must be $1,000 or an integral multiple thereof and (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iiiV) the principal amount, if any, of the Securities of such Note Holder that remains remain subject to the original Option Purchase Notice delivered by such Holder in accordance with this Section 3.02, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to Elect Repurchasewithdraw its election in the Purchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible, only if such Purchase Notice has been withdrawn in accordance with this Section 3.02; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall deliver such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right. (eC) The Subject to the provisions of this Section 3.02, the Company shall depositpay, or cause to be depositedpaid, the Fundamental Change Repurchase Price with respect to each Security as to which the Trustee Fundamental Change Repurchase Right shall have been exercised to the Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or when such Security is surrendered to the Paying Agent (together with one all necessary endorsements); provided, however, that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or more before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest. (D) The Company shall, in accordance with Section 2.14, deposit with a Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase in cash (in immediately available funds if deposited on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on ) sufficient to pay the Fundamental Change Repurchase Date it must Price upon Repurchase Upon Fundamental Change for all of the Securities that are to be received repurchased by the Trustee or Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. The Paying AgentAgent shall return to the Company, as the case may besoon as practicable, by 10:00 a.m. New York City time, on such date. Payment any money not required for Notes surrendered for repurchase that purpose. (and not withdrawnE) prior to Once the Fundamental Change Expiration Time will Notice and the Purchase Notice have been duly given in accordance with this Section 3.02, the Securities to be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, become due and payable in accordance herewith, and, on and after such date (y) the time of book-entry transfer or delivery of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they unless there shall appear be a Default in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as payment of the Fundamental Change Repurchase Price), except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then, on and after such date, (i) the Notes will Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith the Fundamental Change Repurchase Price. (fF) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.02 may be converted pursuant to Article X, if otherwise convertible, only if such Purchase Notice has been withdrawn in accordance with this Section 3.02. (G) If any Security shall not be paid upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, such Security shall be convertible pursuant to Article X if any Purchase Notice with respect to such Security is withdrawn pursuant to this Section 3.02. (H) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.02 (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 promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (I) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.02 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent shall promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (J) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent applicable (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 13e-4 and any other tender offer rules Regulation 14E under the Exchange Act and all other applicable tender offer laws under the Exchange Act; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to purchase the extent applicable. Securities pursuant to this Section 3.02. (K) To the extent that the Securities are held through the Depositary, notices to Holders may be transmitted electronically in order to comply with the Depositary’s procedures and need not be mailed. (L) Notwithstanding the foregoing provisions of any securities laws or regulations conflict this Section 3.02, the Company shall not be required to issue a Fundamental Change Notice upon a Fundamental Change (i) if another Person issues a Fundamental Change Notice in the manner, at the times and otherwise in compliance with the requirements set forth in Section 3.02(B) applicable to a Fundamental Change Notice made by the Company and otherwise complies with the provisions of this Indenture governing an offer Section 3.02 as if it were the Company, and (ii) purchases and pays for all Securities validly tendered and not withdrawn pursuant to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such dateNotice.

Repurchase at Option of Holder Upon a Fundamental Change. (aA) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”) that is not less than twenty (20) nor more ), which shall be no later than thirty five (3035) days after the date of the Fundamental Change Notice (as defined is mailed in accordance with Section 3.08(b3.07(B)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Purchase Notice, in the foregoingform 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 repurchased, if such Securities are Physical Securities; (b) the principal amount of Securities to be repurchased, which must be $2,000 or an integral multiple of $1,000; and (c) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.07; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Purchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provider, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close of business on such Record Date (without any surrender of such Securities by such Holder), and the corresponding record dateFundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depositary, the delivery of any Purchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to Section 3.07(B)(x) 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Purchase Notice contemplated by this Section 3.08 3.07(A) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change 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 Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall contain the information specified in Section 3.07(B)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesPurchase Notice or written notice of withdrawal thereof. (bB) Within fifteen (15) 20 Business Days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record on the date Securities at their addresses shown in the register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee and shall publish a notice containing all information specified in such Fundamental Change Notice in a newspaper of general circulation in New York, New York or publish such information on the Company’s website or through such other public medium that the Company may use at such time as it is mailed to Holdersthat time. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change; (ii) the date of such Fundamental Change; (iii) the Fundamental Change Repurchase Date; (iv) the last date on which the Fundamental Change Repurchase Right may be exercised, which shall be the Business Day immediately preceding the Fundamental Change Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures which a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase 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 after the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); provided, however, that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date (without any surrender of such Securities by such Xxxxxx) and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest; (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Date, Price; (x) that a Holder will be entitled to withdraw its election in the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or Purchase Notice prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, by means of a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (a) the name of such Holder, (b) a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. a Repurchase Upon Fundamental Change, (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (icertificate number(s) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, Securities to be so repurchased at the option of the Holderwithdrawn, the Company must receive at the office or agency of the Company maintained for that purpose orif such Securities are Physical Securities, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (i) the principal amount of the Note with respect Securities of such Holder to be so withdrawn, which such notice amount must be $2,000 or an integral multiple of withdrawal is being submitted; $1,000 and (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iiie) the principal amount, if any, of the Securities of such Note Holder that remains remain subject to the original Option Purchase Notice delivered by such Holder in accordance with this Section 3.07, which amount must be $2,000 or an integral multiple of $1,000; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to Elect Repurchasewithdraw its election in the Purchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X only if such Purchase Notice has been withdrawn in accordance with this Section 3.07; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall mail such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however , that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right. (eC) The Subject to the provisions of this Section 3.07, the Company shall depositpay, or cause to be depositedpaid, the Fundamental Change Repurchase Price with respect to each Security as to which the Trustee Fundamental Change Repurchase Right shall have been exercised to the Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or when such Security is surrendered to the Paying Agent; provided, however , that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest. (D) The Company shall, in accordance with one or more Section 2.14, deposit with a Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date the Trustee or other pursuant to a Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (E) Once the Company if Fundamental Change Notice and the Company is acting as Purchase Notice have been duly given in accordance with this Section 3.07, the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (fF) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.07 may be converted pursuant to Article X only if such Purchase Notice has been withdrawn in accordance with this Section 3.07. (G) If any Security shall not be paid upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article X if any Purchase Notice with respect to such Security is withdrawn pursuant to this Section 3.07. (H) Any Security which is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.07 (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 promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (I) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.07 on a Fundamental Change Repurchase Date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (J) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent applicable (i) comply with the requirements of Rule 13e-4, Rule 14e-1 and any other all applicable tender offer rules under the Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act to the extent applicable. To the extent that the provisions of or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws or regulations conflict in connection with the provisions of this Indenture governing an any offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at to purchase the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such dateSecurities.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is mailed in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest; provided further, that if the Fundamental Change Repurchase Date occurs after a Record Table of Contents Date and on or prior to the corresponding Interest Payment Date, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record at the Close of Business on the corresponding record dateRecord Date, and the Fundamental Change Repurchase Price payable to the Holder who presents the Security for redemption shall be 100% of the principal amount of such Security. If such Securities are held in book-entry form through the Depositary, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Repurchase Notice contemplated by this Section 3.08 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesRepurchase Notice or written notice of withdrawal thereof. (b) Within fifteen (15) Business Days 10 days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record on the date Securities at their addresses shown in the register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it is mailed notices are delivered to the Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifyingstate: (i) the principal amount of events causing the Note with respect to which such notice of withdrawal is being submittedFundamental Change; (ii) the certificate number, if any date of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; andFundamental Change; (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase.Fundamental Change Repurchase Date; (eiv) The Company the last date on which the Fundamental Change Repurchase Right may be exercised, which shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, Date; Table of Contents (v) the Fundamental Change Repurchase Date; provided Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that if such payment is made on a Holder must follow to exercise the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase Right; (and not withdrawnviii) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following that the Fundamental Change Repurchase Date, Price for any Security as to which a Repurchase Notice has been given and (y) not withdrawn will be paid no later than the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Note surrendered for repurchaseSecurity (together with all necessary endorsements); (ix) that, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto except as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, otherwise provided herein with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the a Fundamental Change Repurchase Date that is after a Record Date for the Trustee payment of an installment of interest and on or other Paying Agent appointed by before the Companyrelated Interest Payment Date, or on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as payment of the Fundamental Change Repurchase DatePrice), then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and (iii) all other rights of the Holders of such Notes will Securities shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of accordance herewith, the Notes has been made or Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Notes have been delivered Repurchase Notice prior to the Trustee Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or Paying Agent. such longer period as may be required by law, by means of a letter or telegram, telex or facsimile transmission (freceipt of which is confirmed and promptly followed by a letter) The setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act on such Fundamental Change Repurchase Date pursuant to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Repurchase Upon Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue certificate number(s) of such compliance. (g) Notwithstanding this Section 3.08Securities to be so withdrawn, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if such Securities are Physical Securities, the principal amount of the Notes Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been acceleratedwithdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers, and such acceleration has not been rescindedas the case may be, on or prior to such dateof the Securities.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a In the event any Fundamental Change at any time prior shall occur, unless the Company has exercised its right to redeem all outstanding Notes by delivering a Notice of Redemption pursuant to Section 4.05 of this Eighteenth Supplemental Indenture, the maturity of the Notes, then Company shall make an offer (a “Fundamental Change Offer”) to each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all or any part (equal to integral multiples of $1,000 in principal amount) of such Holder’s Notes, or any portion thereof that is unless (1) a multiple of $1,000 principal amountthird party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for cash a Fundamental Change Offer by the Company pursuant to this Section 4.12, and (2) such third party repurchases all Notes properly tendered and not withdrawn under its offer. In a Fundamental Change Offer, the Company shall offer to repurchase Notes on a date designated selected by the Company (the “Fundamental Change Repurchase Date”) that is not less ), which Fundamental Change Repurchase Date shall be no later than twenty (20) 35 calendar days, nor more earlier than thirty (30) days 20 calendar days, after the date of the Fundamental Change Notice (as defined below) is mailed in accordance with Section 4.12(b) of this Eighteenth Supplemental Indenture, other than as required by law, at a price, payable in cash, equal to the Fundamental Change Repurchase Price for such Notes, and Holders shall have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase their Notes upon: (i) delivery to the Trustee or any Paying Agent, by such Holder, at any time prior to the close of business on the Business Day immediately preceding the applicable Fundamental Change Repurchase Date, of a Repurchase Notice, in the form set forth in the Notes 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 Notes which the Holder will deliver to be repurchased, if such Notes are certificated Notes; (B) the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Notes are to be repurchased as of the applicable Fundamental Change Repurchase Date pursuant to the terms and conditions specified in this Section 4.12; and (ii) delivery or book-entry transfer to the Trustee or a Paying Agent, at any time after delivery of such Repurchase Notice, of such Notes (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor (except that, if the Fundamental Change Repurchase Date is after an Interest Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Notes to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Notes at the close of business on such Interest Record Date without any requirement to surrender such Notes to the Paying Agent). If such Notes are held in book-entry form through the Depositary, the Repurchase Notice, and each withdrawal of any Repurchase Notice, shall comply with applicable procedures of the Depositary. Upon such delivery of Notes to the 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 the Indenture or the Notes to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 4.12(a) to the Trustee or any Paying Agent shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Fundamental Change Repurchase Date, of a written notice of withdrawal to the Trustee or any Paying Agent, which notice shall contain the information specified in Section 3.08(b)4.12(b)(viii) for of this Eighteenth Supplemental Indenture. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. Notwithstanding anything in the Indenture or the Notes to the contrary, if the Fundamental Change Repurchase Date with respect to a Note to be repurchased by the Company pursuant to a Fundamental Change Offer is after an Interest Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Note at a repurchase price the close of business on such Interest Record Date and (ii) the Fundamental Change Repurchase Price for such Note shall not include such accrued and unpaid interest and the Fundamental Change Repurchase Price shall be equal to 101100% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding the foregoing, if a Fundamental Change Repurchase Date falls after an interest payment record date but on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest on such interest payment date to the Holder of record at the close of business on the corresponding record date. Notwithstanding the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation to any other state within the United States. (b) Within fifteen 20 calendar days after the occurrence of a Fundamental Change (15) Business Days after or, at the Company’s option, prior to the occurrence of a Fundamental Change, but after public announcement of the Company, transaction or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to condition that constitutes or may constitute a shorter periodFundamental Change), the TrusteeCompany shall mail, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders each Holder of record the Notes, at its address shown on the date of the Fundamental Change Register, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the Company’s offer to repurchase right at the option of Notes on the Holders arising as a result thereofRepurchase Date specified in the Fundamental Change Notice. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to HoldersTrustee. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of such Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date by which the Company shall Fundamental Change Repurchase Right must be obligated to repurchase Notes, that exercised; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) a description of the procedures which a Holder must follow to exercise the repurchase right on Fundamental Change Repurchase Right; (viii) that a Holder will be entitled to withdraw its election in the Repurchase 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 Fundamental Change Repurchase Date, a letter or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (A) the name of such Holder, (B) a statement that such Holder is withdrawing its election to have Notes repurchased by the Company on such Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. a Repurchase Upon Fundamental Change, (cC) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (icertificate number(s) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holderwithdrawn, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with if such Notes duly endorsed for transferare certificated Notes, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (iD) the principal amount of the Note with respect Notes of such Holder to be so withdrawn, which such notice of withdrawal is being submitted; amount must be $1,000 or an integral multiple thereof and (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iiiE) the principal amount, if any, of the Notes of such Note Holder that remains remain subject to the original Option of Repurchase Notice delivered by such Holder to Elect Repurchase.in accordance with this Section 4.12, which amount must be $1,000 or an integral multiple thereof; (eix) The Company shall deposit, or cause the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (x) that Notes with respect to which a Repurchase Notice is given by a Holder may be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount converted pursuant to Article XII of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that this Eighteenth Supplemental Indenture only if such payment is made on Repurchase Notice has been withdrawn in accordance with this Section 4.12; (xi) the Fundamental Change Repurchase Date it must be received by the Trustee CUSIP number or Paying Agentnumbers, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase of the Notes; and (and not withdrawnxii) if provided prior to the date of the consummation of the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following Change, that the Fundamental Change Repurchase Notice is conditioned on the Fundamental Change occurring prior to the applicable Fundamental Change Date. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Fundamental Change Notice in the Company’s name and (y) at the time Company’s expense; provided, however, that the form and content of book-entry transfer or delivery such Fundamental Change Notice shall be prepared by the Company. No failure of the Note surrendered for repurchase, by (i) mailing checks for the amount payable Company to the Holders of such Notes entitled thereto as they give a Fundamental Change Notice shall appear in the register of Holders or (ii) on limit any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, right to exercise a Fundamental Change Repurchase Right. (c) Notes with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change which a Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Notice has been made or the Notes have been duly delivered in accordance with this Section 4.12 may be converted pursuant to the Trustee or Paying Agent. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions Article XII of this Indenture governing an offer to purchase upon a Fundamental ChangeEighteenth Supplemental Indenture, the Company will comply if such Repurchase Notice has been withdrawn in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date4.12.

Repurchase at Option of Holder Upon a Fundamental Change. (aA) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple in integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less days, nor earlier than twenty (20) nor more than thirty (30) days days, after the date of the Fundamental Change Notice is mailed (as defined or otherwise delivered) in accordance with Section 3.08(b3.05(B)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Purchase Notice, in the foregoingform 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 numbers of the Securities that the Holder shall deliver to be repurchased, if such Securities are Physical Securities; (b) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.05; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Purchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest due on such interest payment date that Interest Payment Date shall be payable on that Interest Payment Date to the Holder of record of such Securities at the close of business on such Record Date (without any surrender of such Securities by such Holder), and the corresponding record dateFundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are in the form of Global Securities, the delivery of any Securities, Purchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with applicable procedures of the Depositary. Upon delivery of any 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Purchase Notice contemplated by this Section 3.08 3.05(A) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change 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 Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall contain the information specified in Section 3.05(B)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesPurchase Notice or written notice of withdrawal thereof. (bB) Within fifteen ten (1510) Business Days days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record on the date Securities at their addresses shown in the register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at and shall publicly release, through a reputable national newswire service, such time as it is mailed to HoldersFundamental Change Notice. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date; (iv) the last date on which a Holder may exercise the Fundamental Change Repurchase Right, which shall be the Business Day immediately preceding the Fundamental Change Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Purchase Notice has been given and not withdrawn shall be paid as promptly as practicable, but in no event after the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); provided, however, that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date (without any surrender of such Securities by such Holder) and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest; (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change shall cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Date, the price at which the Company Price; (x) that a Holder shall be obligated entitled to repurchase Notes, that withdraw its election in the Holder must exercise the repurchase right on or Purchase Notice prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, by means of 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 Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, (III) the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or certificate numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, Securities to be so repurchased at the option of the Holderwithdrawn, the Company must receive at the office or agency of the Company maintained for that purpose orif such Securities are Physical Securities, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (iIV) the principal amount of the Note with respect Securities of such Holder to be so withdrawn, which such notice of withdrawal is being submitted; amount must be $1,000 or an integral multiple thereof and (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iiiV) the principal amount, if any, of the Securities of such Note Holder that remains remain subject to the original Option Purchase Notice delivered by such Holder in accordance with this Section 3.05, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to Elect Repurchasewithdraw its election in the Purchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article X, if otherwise convertible, only if such Purchase Notice has been withdrawn in accordance with this Section 3.05; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall mail such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right. (eC) The Subject to the provisions of this Section 3.05, the Company shall depositpay, or cause to be depositedpaid, the Fundamental Change Repurchase Price with respect to each Security as to which the Trustee Fundamental Change Repurchase Right shall have been exercised to the Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or when such Security is surrendered to the Paying Agent (together with one all necessary endorsements); provided, however, that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or more before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest. (D) The Company shall, in accordance with Section 2.14, deposit with a Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date the Trustee or other pursuant to a Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (E) Once the Company if Fundamental Change Notice and the Company is acting as Purchase Notice have been duly given in accordance with this Section 3.05, the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01. (fF) The Company will comply Securities with the requirements of Rule 13e-4respect to which a Purchase Notice has been duly delivered in accordance with this Section 3.05 may be converted pursuant to Article X, Rule 14e-1 and if otherwise convertible, only if such Purchase Notice has been withdrawn in accordance with this Section 3.05. (G) If any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws Security shall not be paid upon book-entry transfer or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a surrender thereof for Repurchase Upon Fundamental Change, the Company will comply with the applicable securities laws principal of, and regulations accrued and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of unpaid interest on, such compliance. (g) Notwithstanding this Section 3.08Security shall, no Notes may be repurchased by the Company until paid, bear interest, payable in cash, at the option of the Holders upon a Fundamental Change if rate borne by such Security on the principal amount of the Notes has been acceleratedsuch Security, and such acceleration has not been rescinded, on or prior Security shall be convertible pursuant to Article X if any Purchase Notice with respect to such dateSecurity is withdrawn pursuant to this Section 3.05. (H) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.05 (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 promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (I) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple in an Authorized Denomination), on the effective date of $1,000 principal amountsuch Fundamental Change or such later date elected by any Holder as described in Section 3.01(k) (such date, for cash on a date designated by the Company (the “Fundamental Change Repurchase Date”), at a price, payable in cash, equal to one hundred percent (100%) that is not less than twenty (20) nor more than thirty (30) days after the date of the Fundamental Change Notice (as defined in Section 3.08(b)) for such Fundamental Change at a repurchase price equal to 101% of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up (at the rate applicable to PIK Interest), if any, thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be an Authorized Denomination; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that, (x) in the case of Physical Securities, if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date the Fundamental Change Repurchase Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder) and shall be included in the Fundamental Change Repurchase Price and (y) (x) in the case of Global Securities, if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the full amount of accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Securities at the Close of Business on such Record Date (without any surrender of such Securities by such Holder) and the Fundamental Change Repurchase Price shall not include such accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase Price, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days after Day prior to the occurrence of date on which the Company anticipates consummating a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the Securities a notice, which notice shall contain the date of on which the Fundamental Change is anticipated to be effected (or, if applicable, the date on which a notice Schedule TO or other schedule, form or report disclosing a Fundamental Change was filed) (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof). If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change; (ii) the anticipated date of the Fundamental Change; (iii) the anticipated Fundamental Change Repurchase Date; (iv) the last date on which the Fundamental Change Repurchase Right may be exercised, which shall be the Business Day immediately preceding the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on ; (v) the Fundamental Change Repurchase Date Price; (vi) the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description names and addresses of the procedure Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); (ix) that, except as otherwise provided herein with respect to Global Securities in the case of a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Repurchase Date, unless there shall be a Default in the payment of the Fundamental Change Repurchase Price, interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities), the principal amount of the Securities of such Holder to be so withdrawn, which amount must be an Authorized Denomination and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be an Authorized Denomination; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change (if applicable); (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; (xiii) that a Holder is entitled to delay the Fundamental Change Repurchase Date by following the procedures described in Section 3.01(k); and (xiv) the CUSIP number or numbers numbers, as the case may be, of the Notes Securities. At the Company’s request given at least five (if then generally 5) Business Days before such notice is to be sent, the Trustee shall send such Fundamental Change Notice in use)the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give the foregoing notices and no defect therein a Fundamental Change Notice shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes any Holder’s right pursuant hereto to this Section 3.08exercise a Fundamental Change Repurchase Right. (c) Repurchases Subject to the provisions of Notes under this Section 3.08 3.01, the Company shall pay, or cause to be madepaid, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of when such Security is surrendered to the Notes, Paying Agent together with any necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) The Company shall, in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration TimeSection 2.14, specifying: (i) the principal amount of the Note deposit with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchasedrepurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. If on the Business Day immediately following The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed Price to Holders entitled thereto and upon written demand by the Company, or return to the Company if the Company is acting as the Paying Agentsoon as practicable, holds any money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as in excess of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying AgentPrice. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Repurchase Upon Fundamental Change, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 16.01 a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifyingstate: (i) the principal amount of events causing the Note with respect to which such notice of withdrawal is being submittedFundamental Change; (ii) the certificate number, if any date of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; andFundamental Change; (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase.Fundamental Change Repurchase Date; (eiv) The Company the last date on which the Fundamental Change Repurchase Right may be exercised, which shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, Date; (v) the Fundamental Change Repurchase Date; provided Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that if such payment is made on a Holder must follow to exercise the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase Right; (and not withdrawnviii) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following that the Fundamental Change Repurchase Date, Price for any Security as to which a Repurchase Notice has been given and (y) not withdrawn will be paid no later than the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Note surrendered for repurchaseSecurity (together with all necessary endorsements); (ix) that, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto except as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, otherwise provided herein with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the a Fundamental Change Repurchase Date that is after a Record Date for the Trustee payment of an installment of interest and on or other Paying Agent appointed by before the Companyrelated Interest Payment Date, or on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as payment of the Fundamental Change Repurchase DatePrice), then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and (iii) all other rights of the Holders of such Notes will Securities shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of accordance herewith, the Notes has been made or Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Notes have been delivered Repurchase Notice prior to the Trustee Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or Paying Agent. (f) The such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act on such Fundamental Change Repurchase Date pursuant to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Repurchase Upon Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue certificate number(s) of such compliance. Securities to be so withdrawn (gif such Securities are Physical Securities) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and, if applicable, any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been acceleratedwithdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such acceleration has not Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right. (c) Subject to the provisions of this Section 3.01, the Company shall pay, or cause to be paid, the Fundamental Change Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been rescinded, on exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or prior when such Security is surrendered to such datethe Paying Agent together with any necessary endorsements.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the maturity of the NotesMaturity Date, then each Holder of a Separate Convertible Note shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Separate Convertible Notes, or any portion thereof that is a multiple of $1,000 principal amount, for cash in cash, on a date designated by the Company (the “Fundamental Change Repurchase Date”) that is not less specified by the Company, which may be no earlier than twenty fifteen (2015) nor more days and no later than thirty thirty-five (3035) days after the date of the Fundamental Change Repurchase Notice (as defined in Section 3.08(b)) for related to such Fundamental Change (provided that in no event shall the Fundamental Change Repurchase Date be earlier than the fifth Business Day immediately following the Cash Merger Early Settlement Date relating to the Purchase Contracts that are a part of the Corporate Units), at a repurchase price equal to 101100% of the aggregate principal amount of the Separate Convertible Notes to be repurchased, being repurchased plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding Date (the foregoing“Repurchase Price”); provided, however, that if a Fundamental Change Repurchase Date falls after an interest payment record date but a Record Date and on or prior to the corresponding interest payment dateInterest Payment Date, the Company will shall pay the full amount of accrued and unpaid interest interest, if any, on such interest payment date Interest Payment Date to the Holder of record at the close of business on the corresponding record date. Notwithstanding Record Date and the foregoing, no Repurchase Price shall be 100% of the principal amount of the Separate Convertible Notes may to be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation to any other state within the United Statesrepurchased. (b) Within fifteen (15) Business Days On or before the fifth calendar day after the occurrence of a Fundamental Change, the Company, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to Company shall give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed given to all Holders of record on the date of the Fundamental Change (and to beneficial holders as required by applicable law) a notice (the “Fundamental Change Notice”) of the occurrence of Repurchase Notice as set forth in Section 3.02 with respect to such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereofChange. If the Company shall give such notice, the The Company shall also deliver a copy of the Fundamental Change Repurchase Notice to the Trustee Trustee, Conversion Agent and Paying Agent at such time as it is mailed given to HoldersHolders of Separate Convertible Notes. Each Fundamental Change Notice shall specify In addition to the circumstances constituting the Fundamental Changegiving of such Repurchase Notice, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notesdisseminate a press release through Dow Xxxxx & Company, that Inc. or Bloomberg Business News announcing the Holder must exercise the repurchase right on occurrence of such Fundamental Change or prior to the close publish such information in The Wall Street Journal or another newspaper of business general circulation in The City of New York or on the Fundamental Change Repurchase Date (Company’s website, or through such other public medium as the “Fundamental Change Expiration Time”), that the Holder Company shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise deem appropriate at such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use)time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Separate Convertible Notes pursuant to this Section 3.083.01. (c) Repurchases of Notes under this Section 3.08 shall For a Separate Convertible Note to be made, repurchased at the option of the Holder thereofpursuant to this Section 3.01, upon: the Holder must deliver to the Paying Agent, prior to the close of business on the Business Day immediately prior to the Fundamental Change Repurchase Date, (i) delivery to the Trustee at the Corporate Trust Office a written notice of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice repurchase (the “Option of Holder to Elect RepurchaseFundamental Change Repurchase Notice”) in the form set forth on the reverse of the Separate Convertible Note, duly completed, specifying (A) (if the Separate Convertible Note prior is certificated) the certificate number of the Separate Convertible Note that the Holder shall deliver to be repurchased or (if the Convertible Note is represented by a Convertible Note) that the relevant Fundamental Change Repurchase Notice complies with the appropriate Depositary procedures, (B) the portion of the principal amount of the Separate Convertible Note which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Convertible Notes not subject to repurchase must be in an Authorized Denomination) and (C) that such Separate Convertible Note shall be repurchased as of the Fundamental Change Expiration TimeRepurchase Date pursuant to the terms and conditions specified in the Separate Convertible Note and in this Supplemental Indenture No.1; and together with (ii) such Separate Convertible Note duly endorsed for transfer (if the Separate Convertible Note is certificated) or book-entry transfer or of such Separate Convertible Note (if such Separate Convertible Note is represented by a Convertible Note). The delivery of the Notes, together with necessary endorsements, such Separate Convertible Note to the Trustee (or other Paying Agent appointed by the Company) with, or at any time simultaneous to or after delivery of of, the Option of Holder to Elect Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being shall be a condition to the receipt by the Holder of the repurchase price Repurchase Price therefore; provided provided, however, that such repurchase price Repurchase Price shall be so paid pursuant to this Section 3.08 3.01 only if the Note Separate Convertible Notes so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration TimeNotice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Separate Convertible Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error, and the Trustee may rely and shall be fully protected in relying on such determination by the Company. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to Notwithstanding the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase. (e) The Company shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) the time of book-entry transfer or delivery of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08foregoing, no Separate Convertible Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change pursuant to this Section 3.01 if the principal amount of the Convertible Notes has been accelerated, and such acceleration has not been rescindedrescinded or cured, on or prior to the Fundamental Change Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price pursuant to this Section 3.01 with respect to the Separate Convertible Notes to be repurchased). (e) Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.01 shall be consummated by the delivery of the consideration to be received by the Holder on the later of (x) two (2) Business Days following the time of book-entry transfer or delivery of such dateSeparate Convertible Note to the Paying Agent by the Holder thereof in the manner required by this Section 3.01 and (y) the Fundamental Change Repurchase Date with respect to such Separate Convertible Note (provided the Holder has satisfied the conditions in this Section 3.01). Payment of the Repurchase Price on the Fundamental Change Repurchase Date for a Separate Convertible Note for which a Fundamental Change Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Separate Convertible Notes, together with necessary endorsements, to the Paying Agent prior to the close of business on the Business Day prior to the Fundamental Change Repurchase Date.

Repurchase at Option of Holder Upon a Fundamental Change. (aA) If there shall occur a Fundamental Change at any time occurs prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion thereof that is a multiple in integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) that is not less days, nor earlier than twenty (20) nor more than thirty (30) days days, after the date of the Fundamental Change Notice is mailed (as defined or otherwise delivered) in accordance with Section 3.08(b‎3.02(B)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred percent (100%) of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), upon: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Purchase Notice, in the foregoingform 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 numbers of the Securities that the Holder shall deliver to be repurchased, if such Securities are Physical Securities; (b) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (c) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section ‎3.02; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Purchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest due on such interest payment date that Interest Payment Date shall be payable on that Interest Payment Date to the Holder of record of such Securities at the close of business on such Record Date (without any surrender of such Securities by such Holder), and the corresponding record dateFundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are in the form of Global Securities, the delivery of any Securities, Purchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with applicable procedures of the Depositary. Upon delivery of any 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Purchase Notice contemplated by this Section 3.08 ‎3.02(A) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change 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 Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall contain the information specified in Section ‎3.02(B)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesPurchase Notice or written notice of withdrawal thereof. (bB) Within fifteen ten (1510) Business Days days after the occurrence of a Fundamental Change, the CompanyCompany shall deliver, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed delivered, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section ‎13.01, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at and shall publicly release such time as it is mailed to HoldersFundamental Change Notice. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date; (iv) the last date on which a Holder may exercise the Fundamental Change Repurchase Right, which shall be the Business Day immediately preceding the Fundamental Change Repurchase Date; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right; (viii) that the Fundamental Change Repurchase Price for any Security as to which a Purchase Notice has been given and not withdrawn shall be paid as promptly as practicable, but in no event after the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements); provided, however, that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date (without any surrender of such Securities by such Holder) and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest; (ix) that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on Securities subject to Repurchase Upon Fundamental Change shall cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Date, the price at which the Company Price; (x) that a Holder shall be obligated entitled to repurchase Notes, that withdraw its election in the Holder must exercise the repurchase right on or Purchase Notice prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, by means of 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 Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, (III) the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or certificate numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, Securities to be so repurchased at the option of the Holderwithdrawn, the Company must receive at the office or agency of the Company maintained for that purpose orif such Securities are Physical Securities, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (iIV) the principal amount of the Note with respect Securities of such Holder to be so withdrawn, which such notice of withdrawal is being submitted; amount must be $1,000 or an integral multiple thereof and (ii) the certificate number, if any of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and (iiiV) the principal amount, if any, of the Securities of such Note Holder that remains remain subject to the original Option Purchase Notice delivered by such Holder in accordance with this Section ‎3.02, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to Elect Repurchasewithdraw its election in the Purchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Purchase Notice is given by a Holder may be converted pursuant to Article ‎X, if otherwise convertible, only if such Purchase Notice has been withdrawn in accordance with this Section ‎3.02; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall deliver such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right. (eC) The Subject to the provisions of this Section ‎3.02, the Company shall depositpay, or cause to be depositedpaid, the Fundamental Change Repurchase Price with respect to each Security as to which the Trustee Fundamental Change Repurchase Right shall have been exercised to the Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or when such Security is surrendered to the Paying Agent (together with one all necessary endorsements); provided, however, that if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or more before the related Interest Payment Date, then the accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date and the Fundamental Change Repurchase Price shall not include any accrued and unpaid interest. (D) The Company shall, in accordance with Section ‎2.14, deposit with a Paying Agents Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in accordance with Section 2.04 hereof‎2.04) an amount of money sufficient to repurchase money, in funds immediately available on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following the Fundamental Change Repurchase Date, and (y) sufficient to pay the time of book-entry transfer or delivery Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Note surrendered for repurchase, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes Securities that are to be so purchased. If repurchased by the Company on the Business Day immediately following the such Fundamental Change Repurchase Date the Trustee or other pursuant to a Repurchase Upon Fundamental Change. The Paying Agent appointed by shall return to the Company, or as soon as practicable, any money not required for that purpose. (E) Once the Company if Fundamental Change Notice and the Company is acting as Purchase Notice have been duly given in accordance with this Section ‎3.02, the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are Securities to be purchased as of repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, thenbecome due and payable in accordance herewith, and, on and after such datedate (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), (i) except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the Notes will payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to be outstanding, bear interest (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section ‎8.01. (fF) Securities with respect to which a Purchase Notice has been duly delivered in accordance with this Section ‎3.02 may be converted pursuant to Article ‎X, if otherwise convertible, only if such Purchase Notice has been withdrawn in accordance with this Section ‎3.02. (G) If any Security shall not be paid upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, 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 be convertible pursuant to Article ‎X if any Purchase Notice with respect to such Security is withdrawn pursuant to this Section ‎3.02. (H) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section ‎3.02 (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 promptly execute, and the Trustee shall promptly 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 duly submitted for Repurchase Upon Fundamental Change. (I) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section ‎3.02 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent shall promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration. (J) In connection with any Repurchase Upon Fundamental Change, the Company will shall, to the extent applicable (i) comply with the requirements provisions of Rule 13e-4, Rule 14e-1 13e-4 and any other tender offer rules Regulation 14E under the Exchange Act and all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to purchase the extent applicable. Securities. (K) To the extent that the Securities are held through the Depositary, notices to Holders may be transmitted electronically in order to comply with the Depositary’s procedures and need not be mailed. (L) Notwithstanding the foregoing provisions of any securities laws or regulations conflict this Section ‎3.02, the Company shall not be required to issue a Fundamental Change Notice upon a Fundamental Change (i) if another Person issues a Fundamental Change Notice in the manner, at the times and otherwise in compliance with the requirements set forth in Section ‎3.02(B) applicable to a Fundamental Change Notice made by the Company and otherwise complies with the provisions of this Indenture governing an offer Section ‎3.02 as if it were the Company, and (ii) purchases and pays for all Securities validly tendered and not withdrawn pursuant to purchase upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such dateNotice.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the maturity of the Notesoccurs, then each Holder of Securities shall have the rightright (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Notes, Securities (or any portion portions thereof that is a multiple are integral multiples of $1,000 in principal amount), for cash on a date designated selected by the Company (the “Fundamental Change Repurchase Date”) that is not less ), which shall be no later than twenty (20) nor more 35 Business Days, and no earlier than thirty (30) days 20 Business Days, after the date of the Fundamental Change Notice (as defined is mailed in accordance with Section 3.08(b3.02(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101100% of the aggregate principal amount of the Notes Securities (or portions thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding Date (the foregoing“Fundamental Change Repurchase Price”), provided, however, that if a such Fundamental Change Repurchase Date falls is after a Regular Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at 5:00 p.m., New York City time, on such Regular Record Date (without any surrender of such Securities by such Holder), and the close of business Fundamental Change Repurchase Price shall not include any accrued but unpaid interest, upon: (iii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than 5:00 p.m., New York City time, on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date, of a Repurchase 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.02; and (iv) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised. If such Securities are held in book-entry form through the Depositary, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph 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, upon request, from the Company or such Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything herein to the foregoingcontrary, no Notes may be surrendered for repurchase pursuant to any Holder that has delivered the Repurchase Notice contemplated by this Section 3.08 3.02(a) to the Company (if it is acting as its 19 own Paying Agent) or to a Paying Agent designated by the Company for such purpose in connection with the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a mergerDefault in the payment of the Fundamental Change Repurchase Price, consolidation at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or other transaction effected solely for the purpose Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.02(b)(x). The Paying Agent shall promptly notify the Company of changing the Company’s jurisdiction receipt by it of incorporation to any other state within the United StatesRepurchase Notice or written notice of withdrawal thereof. (b) Within fifteen (15) Business Days 10 days after the occurrence of a Fundamental Change, the CompanyCompany shall mail, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders of record the Securities at their addresses shown on the date register of the Fundamental Change Registrar, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to HoldersTrustee. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifyingstate: (i) the principal amount of events causing the Note with respect to which such notice of withdrawal is being submittedFundamental Change; (ii) the certificate number, if any date of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; andFundamental Change; (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase.Fundamental Change Repurchase Date; (eiv) The Company the last date on which the Fundamental Change Repurchase Right may be exercised, which shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, Date; (v) the Fundamental Change Repurchase Date; provided Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that if such payment is made on a Holder must follow to exercise the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase Right; (and not withdrawnviii) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following that the Fundamental Change Repurchase Date, Price for any Security as to which a Repurchase Notice has been given and (y) not withdrawn will be paid on the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Note surrendered for repurchaseSecurity (together with all necessary endorsements); (ix) that, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto except as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, otherwise provided herein with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the a Fundamental Change Repurchase Date that is after a Regular Record Date for the Trustee payment of an installment of interest and on or other Paying Agent appointed by before the Companyrelated Interest Payment Date, or on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as payment of the Fundamental Change Repurchase DatePrice), then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and (iii) all other rights of the Holders of such Notes will Securities shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of accordance herewith, the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent.Fundamental Change Repurchase Price; 20 (fx) The that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, by means of a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act on such Fundamental Change Repurchase Date pursuant to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Repurchase Upon Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue certificate number(s) of such compliance. (g) Notwithstanding this Section 3.08Securities to be so withdrawn, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if such Securities are Physical Securities, the principal amount of the Notes Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.02, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been acceleratedwithdrawn in accordance with this Section 3.02 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company’s request, upon five (5) days’ prior written notice, the Trustee shall mail such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such acceleration has not been rescinded, on or prior Fundamental Change Notice shall be prepared by the Company. No failure of the Company to such dategive a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the maturity of the NotesMaturity Date, then each Holder of Securities shall have the rightright (the "Fundamental Change Repurchase Right"), at such Holder’s 's option, to require the Company to repurchase (a "Repurchase Upon Fundamental Change") all of such Holder’s Notes, 's Securities (or any portion thereof that is a multiple equal to $1,000 in principal amount or an integral multiples of $1,000 principal amountin excess thereof), for cash on a date designated selected by the Company (the “"Fundamental Change Repurchase Date”"), which shall be no later than thirty five (35) that is not less Business Days, and no earlier than twenty (20) nor more than thirty Business Days (30) days or as such period may be extended pursuant to Section 3.01(j)), after the date of the Fundamental Change Notice (as defined is sent in accordance with Section 3.08(b3.01(b)) for such Fundamental Change , at a repurchase price price, payable in cash, equal to 101% one hundred and eight percent (108%) of the aggregate principal amount of the Notes Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest up interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), subject to satisfaction of the following conditions: (i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding , of a Repurchase Notice, in the foregoingform 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 that the Holder will deliver to be repurchased, if such Securities are Physical Securities; (B) the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and (ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures; provided, however, that if such Fundamental Change Repurchase Date falls is after a Record Date for the payment of an installment of interest payment record date but and on or prior to before the corresponding interest payment daterelated Interest Payment Date, the Company will pay then the full amount of accrued and unpaid interest interest, if any, to, but excluding, such Interest Payment Date shall be paid on such interest payment date Interest Payment Date to the Holder of record of such Securities at the close Close of business Business on such Record Date (without any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but unpaid interest. If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the corresponding record dateBusiness Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x). Notwithstanding The Paying Agent shall promptly notify the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation Company of the receipt by it of any Repurchase Notice or other transaction effected solely for the purpose written notice of changing the Company’s jurisdiction of incorporation to any other state within the United Stateswithdrawal thereof. (b) Within fifteen (15) On or before the 20th Business Days Day after the occurrence consummation of a Fundamental Change, the CompanyCompany shall send, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed sent, to all Holders of record on the date of the Fundamental Change Securities in accordance with Section 14.01 a notice (the “"Fundamental Change Notice”") of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders Fundamental Change Repurchase Right arising as a result thereof. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at the time such time as it notice is mailed delivered to the Holders. Each Fundamental Change Notice shall specify the circumstances constituting the Fundamental Change, the Fundamental Change Repurchase Date, the price at which the Company shall be obligated to repurchase Notes, that the Holder must exercise the repurchase right on or prior to the close of business on the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. (c) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at the option of the Holder, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifyingstate: (i) the principal amount of events causing the Note with respect to which such notice of withdrawal is being submittedFundamental Change; (ii) the certificate number, if any date of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; andFundamental Change; (iii) the principal amount, if any, of such Note that remains subject to the original Option of Holder to Elect Repurchase.Fundamental Change Repurchase Date; (eiv) The Company the last date on which the Fundamental Change Repurchase Right may be exercised, which shall deposit, or cause to be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, Date; (v) the Fundamental Change Repurchase Date; provided Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures that if such payment is made on a Holder must follow to exercise the Fundamental Change Repurchase Date it must be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase Right; (and not withdrawnviii) prior to the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following the later of (x) the Business Day immediately following that the Fundamental Change Repurchase Date, Price for any Security as to which a Repurchase Notice has been given and (y) not withdrawn will be paid no later than the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Note surrendered for repurchaseSecurity (together with all necessary endorsements); (ix) that, by (i) mailing checks for the amount payable to the Holders of such Notes entitled thereto except as they shall appear in the register of Holders or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, otherwise provided herein with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the a Fundamental Change Repurchase Date that is after a Record Date for the Trustee payment of an installment of interest and on or other Paying Agent appointed by before the Companyrelated Interest Payment Date, or on and after such Fundamental Change Repurchase Date (unless there shall be a Default in the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as payment of the Fundamental Change Repurchase DatePrice), then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and (iii) all other rights of the Holders of such Notes will Securities shall terminate, other than the right to receive the repurchase price upon delivery of the Notesreceive, in each instance whether or not book-entry transfer of accordance herewith, the Notes has been made or Fundamental Change Repurchase Price; (x) that a Holder will be entitled to withdraw its election in the Notes have been delivered Repurchase Notice prior to the Trustee Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or Paying Agent. (f) The such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act on such Fundamental Change Repurchase Date pursuant to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture governing an offer to purchase upon a Repurchase Upon Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue certificate number(s) of such compliance. Securities to be so withdrawn (gif such Securities are Physical Securities) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes Securities of such Holder to be so withdrawn, which amount must be $1,000 or an integral multiple thereof and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing; (xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been acceleratedwithdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price; and (xiii) the CUSIP number or numbers, as the case may be, of the Securities. At the Company's request, upon prior notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in the Company's name and at the Company's expense; provided, however, that the form and content of such acceleration has not Fundamental Change Notice shall be prepared by the Company. No failure of the Company to give a Fundamental Change Notice shall limit any Holder's right pursuant hereto to exercise a Fundamental Change Repurchase Right. (c) Subject to the provisions of this Section 3.01, the Company shall pay, or cause to be paid, the Fundamental Change Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been rescinded, on exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or prior when such Security is surrendered to such datethe Paying Agent together with any necessary endorsements.

Repurchase at Option of Holder Upon a Fundamental Change. (a) If there shall occur a In the event any Fundamental Change at any time prior shall occur, the Company shall make an offer (a “Fundamental Change Offer”) to the maturity of the Notes, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all or any part (equal to integral multiples of $1,000 in principal amount) of such Holder’s Notes, or any portion thereof that is unless (1) a multiple of $1,000 principal amountthird party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for cash a Fundamental Change Offer by the Company pursuant to this Section 4.03, and (2) such third party repurchases all Notes properly tendered and not withdrawn under its offer. In a Fundamental Change Offer, the Company shall offer to repurchase Notes on a date designated selected by the Company (the “Fundamental Change Repurchase Date”) that is not less ), which Fundamental Change Repurchase Date shall be no later than twenty (20) 35 calendar days, nor more earlier than thirty (30) days 20 calendar days, after the date of the Fundamental Change Notice (as defined below) is mailed in accordance with Section 4.03(b) of this Supplemental Indenture, other than as required by law, at a price, payable in cash, equal to the Fundamental Change Repurchase Price for such Notes, and Holders shall have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase their Notes upon: (i) delivery to the Paying Agent, by such Holder, at any time prior to the close of business on the Business Day immediately preceding the applicable Fundamental Change Repurchase Date, of a Repurchase Notice, in the form set forth in Attachment 2 of the Notes or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee (a “Repurchase Notice”), stating: (A) the certificate number(s) of the Notes which the Holder will deliver to be repurchased, if such Notes are certificated Notes; (B) the principal amount of Notes to be repurchased, which, if less than all of the Notes, must be $1,000 or an integral multiple thereof; and (C) that such principal amount of Notes are to be repurchased as of the applicable Fundamental Change Repurchase Date pursuant to the terms and conditions specified in this Section 4.03; and (ii) delivery or book-entry transfer to the Paying Agent, at any time after delivery of such Repurchase Notice, of such Notes (together with all necessary endorsements), such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor (except that, if the Fundamental Change Repurchase Date is after an Interest Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Notes to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of record of such Notes at the close of business on such Interest Record Date without any requirement to surrender such Notes to the Paying Agent). If such Notes are held in book-entry form through the Depositary, the Repurchase Notice, and each withdrawal of any Repurchase Notice, shall comply with applicable procedures of the Depositary. Upon such delivery of Notes to the Paying Agent, such Holder shall be entitled to receive from the Company or the Paying Agent, as the case may be, a nontransferable receipt of deposit evidencing such delivery. Notwithstanding anything in the Indenture or the Notes to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 4.03(a) to the Paying Agent shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the close of business on the Business Day immediately preceding the applicable Fundamental Change Repurchase Date, of a written notice of withdrawal to the Paying Agent, which notice shall contain the information specified in Section 3.08(b)4.03(b)(viii) for of this Supplemental Indenture. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. Notwithstanding anything in the Indenture or the Notes to the contrary, if the Fundamental Change Repurchase Date with respect to a Note to be repurchased by the Company pursuant to a Fundamental Change Offer is after an Interest Record Date and on or before the immediately following Interest Payment Date, then (i) accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date shall be paid, on such Interest Payment Date, to the Holder of record of such Note at a repurchase price the close of business on such Interest Record Date and (ii) the Fundamental Change Repurchase Price for such Note shall not include such accrued and unpaid interest and the Fundamental Change Repurchase Price shall be equal to 101100% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding the foregoing, if a Fundamental Change Repurchase Date falls after an interest payment record date but on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest on such interest payment date to the Holder of record at the close of business on the corresponding record date. Notwithstanding the foregoing, no Notes may be surrendered for repurchase pursuant to this Section 3.08 in connection with a merger, consolidation or other transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation to any other state within the United States. (b) Within fifteen 20 calendar days after the occurrence of a Fundamental Change (15) Business Days after or, at the Company’s option, prior to the occurrence of a Fundamental Change, but after public announcement of the Company, transaction or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to condition that constitutes or may constitute a shorter periodFundamental Change), the TrusteeCompany shall mail, in the name of and at the expense of the Company, shall mail or cause to be mailed mailed, to all Holders each Holder of record the Notes, at its address shown on the date of the Fundamental Change Security Register, and to beneficial owners as required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and of the Company’s offer to repurchase right at the option of Notes on the Holders arising as a result thereofFundamental Change Repurchase Date specified in the Fundamental Change Notice. If the The Company shall give such notice, the Company shall also deliver a copy of the Fundamental Change Notice to the Trustee at such time as it is mailed to Holdersand the Paying Agent. Each Fundamental Change Notice shall specify state: (i) the circumstances constituting events causing the Fundamental Change, ; (ii) the date of the Fundamental Change; (iii) the Fundamental Change Repurchase Date, ; (iv) the price at last date on which the Company shall Fundamental Change Repurchase Right must be obligated to repurchase Notes, that exercised; (v) the Fundamental Change Repurchase Price; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) a description of the procedures which a Holder must follow to exercise the repurchase right on Fundamental Change Repurchase Right; (viii) that a Holder will be entitled to withdraw its election in the Repurchase Notice if the Trustee or the Paying Agent receives, at any time prior to the close of business on the Business Day immediately preceding the applicable Fundamental Change Repurchase Date, a letter or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth (A) the name of such Holder, (B) a statement that such Holder is withdrawing its election to have Notes repurchased by the Company on such Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time, a description of the procedure that a Holder must follow to exercise such repurchase right and to withdraw any surrendered Notes, the place or places where the Holder is to surrender such Holder’s Notes, the amount of interest accrued and unpaid on each Note to the Fundamental Change Repurchase Date and the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.08. a Repurchase Upon Fundamental Change, (cC) Repurchases of Notes under this Section 3.08 shall be made, at the option of the Holder thereof, upon: (icertificate number(s) delivery to the Trustee at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed and executed notice (the “Option of Holder to Elect Repurchase”) in the form set forth on the reverse of the Note prior to the Fundamental Change Expiration Time; and (ii) book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Option of Holder to Elect Repurchase (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in The City of New York, Borough of Manhattan, such delivery being a condition to receipt by the Holder of the repurchase price therefore; provided that such repurchase price shall be so paid pursuant to this Section 3.08 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Option of Holder to Elect Repurchase. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Upon presentation of any Note repurchased in part only, the Company shall execute and, upon the Company’s written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes presented that was not repurchased. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Option of Holder to Elect Repurchase contemplated by this Section 3.08 shall have the right to withdraw such Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.08(d) below. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Option of Holder to Elect Repurchase or written notice of withdrawal thereof. For a Note, other than a Global Note, to be so repurchased at withdrawn, if such Notes are certificated Notes (and if such Notes are not certificated, such Notes must comply with the option applicable procedures of the HolderDepositary), the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such Holder, the Corporate Trust Office in The City of New York, Borough of Manhattan, such Note with the form entitled “Option of Holder to Elect Repurchase” on the reverse thereof duly completed, together with such Notes duly endorsed for transfer, on or before the Fundamental Change Expiration Time. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) An Option of Holder to Elect Repurchase may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in accordance with the Option of Holder to Elect Repurchase at any time prior to the Fundamental Change Expiration Time, specifying: (iD) the principal amount of the Note with respect Notes of such Holder to be so withdrawn, which such notice of withdrawal is being submitted; (ii) the certificate numberamount, if any less than all of the Note in respect of which such notice of withdrawal is being submittedNotes, must be $1,000 or the appropriate Depositary information if the Note in respect of which notice of withdrawal is being submitted is represented by a Global Note; and an integral multiple thereof and (iiiE) the principal amount, if any, of the Notes of such Note Holder that remains remain subject to the original Option of Repurchase Notice delivered by such Holder to Elect Repurchase.in accordance with this Section 4.03, which amount must be $1,000 or an integral multiple thereof; (eix) The Company shall deposit, or cause the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change; (x) that Notes with respect to which a Repurchase Notice is given by a Holder may be deposited, with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.04 hereof) an amount converted pursuant to Article XII of money sufficient to repurchase on the Business Day immediately preceding the Fundamental Change Repurchase Date all the Notes to be repurchased on such date at the appropriate repurchase price, together with accrued and unpaid interest up to, but excluding, the Fundamental Change Repurchase Date; provided that this Supplemental Indenture only if such payment is made on Repurchase Notice has been withdrawn in accordance with this Section 4.03; (xi) the Fundamental Change Repurchase Date it must be received by the Trustee CUSIP number or Paying Agentnumbers, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Notes surrendered for repurchase of the Notes; and (and not withdrawnxii) if provided prior to the date of the consummation of the Fundamental Change, that the Fundamental Change Expiration Time will be made promptly (but in no event more than five (5) Business Days) following Notice is conditioned on the later of (x) Fundamental Change occurring on or prior to the Business Day immediately following the applicable Fundamental Change Repurchase Date. At the Company’s request, upon reasonable prior notice, the Trustee shall mail such Fundamental Change Notice in the Company’s name and (y) at the time Company’s expense; provided, however, that the form and content of book-entry transfer or delivery such Fundamental Change Notice shall be prepared by the Company. No failure of the Note surrendered for repurchase, by (i) mailing checks for the amount payable Company to the Holders of such Notes entitled thereto as they give a Fundamental Change Notice shall appear in the register of Holders or (ii) on limit any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, right to exercise a Fundamental Change Repurchase Right. (c) Notes with respect to such Holder’s Notes that are to be so purchased. If on the Business Day immediately following the Fundamental Change which a Repurchase Date the Trustee or other Paying Agent appointed by the Company, or the Company if the Company is acting as the Paying Agent, holds money sufficient to repurchase all of the Notes or portions thereof that are to be purchased as of the Fundamental Change Repurchase Date, then, on and after such date, (i) the Notes will cease to be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all other rights of the Holders of such Notes will terminate, other than the right to receive the repurchase price upon delivery of the Notes, in each instance whether or not book-entry transfer of the Notes Notice has been made or the Notes have been duly delivered in accordance with this Section 4.03 may be converted pursuant to the Trustee or Paying Agent. (f) The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the provisions Article XII of this Supplemental Indenture governing an offer to purchase upon a Fundamental Change, the Company will comply only if such Repurchase Notice has been withdrawn in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Indenture by virtue of such compliance. (g) Notwithstanding this Section 3.08, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date4.03.