Common use of Repurchase at Option of the Holder Clause in Contracts

Repurchase at Option of the Holder. 5.1 Repurchase at Option of the Holder. The Holder shall have the right, at its option, to require the Company to repurchase for cash all of the Note or any portion thereof that is equal to at least US$10,000,000 or such lesser amount then held by the Holder, for once only, on September 15, 2019 (the “Repurchase Date”) at a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. 5.2 Delivery of Notice and Note by the Holder. (a) Repurchase of Notes under this ARTICLE 5 shall be made, at the option of the Holder thereof, upon: (i) delivery by the Holder to the Company of a duly completed notice (the “Repurchase Notice”), in the form attached hereto as Exhibit A, on or before the close of business on the second Business Day immediately preceding the Repurchase Date; and (ii) delivery of the Note to the Company together with the Repurchase Notice, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. (b) Each Repurchase Notice delivered pursuant to this Section 5.2(a) shall state (i) the portion of the principal amount of the Note to be repurchased, which must be at least US$10,000,000 or such lesser amount then held by the Holder, (ii) that the Note is to be repurchased by the Company pursuant to the applicable provisions of this Note and (iii) the account to which funds in respect of the repurchase shall be wired on the Repurchase Date.

Repurchase at Option of the Holder. 5.1 Section 4.01 Repurchase at the Option of the Holder. The Holder Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, the Holders shall have the right, at its such Holder’s option, to require the Company to repurchase for cash all of the Note such Holder’s Notes, or any portion of the principal amount thereof that is equal to at least US$10,000,000 $1,000 or such lesser amount then held by the Holder, for once onlyan integral multiple of $1,000, on September 15, 2019 a Business Day (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days and not more than 35 Business Days after the date of the Fundamental Change Repurchase Right Notice at a repurchase price (the “Fundamental Change Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased, repurchased plus accrued and unpaid interest interest, if any, to, but excluding, the Fundamental Change Repurchase Date, unless such Fundamental Change Repurchase Date falls after a Regular Record Date for an Interest Payment Date and on or prior to the corresponding Interest Payment Date, in which case (x) the Company will pay, on or before such Interest Payment Date, the full amount of accrued and unpaid interest payable on such Interest Payment Date to the Holder of record at the Close of Business on such Regular Record Date; provided that any and (y) the Fundamental Change Repurchase Price will not include such accrued and unpaid interest shall interest. Any Notes repurchased by the Company will be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Datein cash. 5.2 Delivery of Notice and Note by the Holder. (a) Repurchase Repurchases of Notes under this ARTICLE 5 Section 4.01 shall be made, at the option of the Holder thereof, upon: : (i) if the Notes are held in certificated form, delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder to the Company of a duly completed notice (the “Fundamental Change Repurchase Notice”), ) in the form attached hereto as Exhibit Aset forth on the reverse of the Note or, on or before if the close Notes are Global Notes, a notice that complies with the Applicable Procedures, prior to the Close of business Business on the second Business Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and and (ii) delivery or book-entry transfer of the Note Notes (together with all necessary endorsements) to the Company together Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Repurchase Notice and prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law, at the Repurchase NoticeCorporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. (b) Each ; provided that such Fundamental Change Repurchase Notice delivered Price shall be so paid pursuant to this Section 5.2(a4.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall state conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice. The Fundamental Change Repurchase Notice shall state: (iA) if certificated, the certificate numbers of Notes to be delivered for repurchase; (B) the portion of the principal amount of the Note Notes to be repurchased, which must be at least US$10,000,000 $1,000 or such lesser amount then held by the Holder, an integral multiple thereof; and (iiC) that the Note is Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures. Any repurchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received by the Holder in accordance with Section 4.01(d). The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of subsection (c) of this Section 4.01. Any certificated Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such certificated Note without service charge, a new certificated Note or new certificated Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the certificated Note so surrendered. (b) After the occurrence of a Fundamental Change, but on or before the 15th day following such occurrence, the Company shall provide to all Holders and the Trustee and Paying Agent a notice (the “Fundamental Change Repurchase Right Notice”) of the occurrence of such Fundamental Change and of the resulting repurchase right, if any, at the option of the Holders arising as a result thereof. Each Fundamental Change Repurchase Right Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the account last date on which a Holder may exercise its repurchase rights under Section 4.01, if applicable; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) that the Notes are eligible to be converted, the applicable Conversion Rate and any related adjustments to the applicable Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and (ix) the procedures the Holder must follow to require the Company to repurchase its Notes under Section 4.01, if applicable. 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 4.01. (c) A Fundamental Change Repurchase Notice may be withdrawn in whole or in part by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Repurchase Right Notice at any time prior to the Close of Business on the second scheduled Trading Day prior to the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), specifying: (i) the principal amount of the withdrawn Notes, which must be $1,000 or an integral multiple thereof; (ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes; and (iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; provided, however, that if the Notes are Global Notes, the withdrawal notice must comply with the Applicable Procedures. (d) On or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money sufficient to repurchase on the Fundamental Change Repurchase Date all of the Notes to be repurchased on such date at the Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes properly surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time shall be made promptly after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions to the payment of the Fundamental Change Repurchase Price in this Section 4.01), or (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 4.01 in accordance with the provisions in Section 3.01(c). The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in respect excess of the repurchase shall be wired Fundamental Change Repurchase Price. (e) Subject to a Holder’s right to receive interest on the related Interest Payment Date where the Fundamental Change Repurchase Date, as applicable, falls between a Regular Record Date and the Interest Payment Date to which it relates, if the Trustee (or other Paying Agent appointed by the Company) holds money or securities sufficient to pay the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, then (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes, whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the Paying Agent, and (ii) all other rights of the Holders of such Notes shall terminate other than the right to receive the Fundamental Change Repurchase Price and previously accrued and unpaid interest, if any, upon delivery or book-entry transfer of the Notes. (f) No Notes may be repurchased at the option of Holders on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Fundamental Change Repurchase Price with respect to such Notes). (g) In connection with any repurchase offer upon the occurrence of a Fundamental Change, the Company shall, if required: (i) comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable; (ii) file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and (iii) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes, in each case, so as to permit the rights and obligations under this Article IV to be exercised in the time and in the manner specified in this Indenture. (h) Notwithstanding anything to the contrary in this Article IV, the Company will not be required to make an offer to repurchase the Notes upon a Fundamental Change if a third party makes such an offer to repurchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Article IV applicable to an offer to repurchase made by the Company and such third party purchases all Notes properly tendered and not validly withdrawn under such offer.

Repurchase at Option of the Holder. 5.1 Section 4.01 Repurchase at the Option of the Holder. The Holder Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, the Holders shall have the right, at its such Holder’s option, to require the Company to repurchase for cash all of the Note such Holder’s Notes, or any portion of the principal amount thereof that is equal to at least US$10,000,000 $1,000 or such lesser amount then held by the Holder, for once onlyan integral multiple of $1,000, on September 15, 2019 a date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days and not more than 35 Business Days after the date of the Fundamental Change Repurchase Right Notice at a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased, repurchased plus accrued and unpaid interest interest, if any, to, but excluding, the Fundamental Change Repurchase Date; provided that any , unless such Fundamental Change Repurchase Date falls after a Regular Record Date for an Interest Payment Date and on or prior to the corresponding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid interest shall be paid not payable on such Interest Payment Date to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders Holder of such Notes record at the close Close of business Business on the such Regular Record Date immediately preceding (the “Fundamental Change Repurchase DatePrice”). 5.2 Delivery of Notice and Note Any Notes repurchased by the HolderCompany will be paid for in cash. (a) Repurchase Repurchases of Notes under this ARTICLE 5 Section 4.01 shall be made, at the option of the Holder thereof, upon: : (i) if the Notes are held in certificated form, delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder to the Company of a duly completed notice (the “Fundamental Change Repurchase Notice”), ) in the form attached hereto as Exhibit Aset forth on the reverse of the Note or, on or before if the close Notes are Global Notes, a notice that complies with the Applicable Procedures, prior to the Close of business Business on the second Business Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and and (ii) delivery or book-entry transfer of the Note Notes (together with all necessary endorsements) to the Company together Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Repurchase Notice and prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law, at the Repurchase NoticeCorporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. (b) Each ; provided that such Fundamental Change Repurchase Notice delivered Price shall be so paid pursuant to this Section 5.2(a4.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall state conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice. The Fundamental Change Repurchase Notice shall state: (iA) if certificated, the certificate numbers of Notes to be delivered for repurchase; (B) the portion of the principal amount of the Note Notes to be repurchased, which must be at least US$10,000,000 $1,000 or such lesser amount then held by the Holder, an integral multiple thereof; and (iiC) that the Note is Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures. Any repurchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received by the Holder in accordance with Section 4.01(d). The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of subsection (c) of this Section 4.01. Any certificated Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such certificated Note without service charge, a new certificated Note or new certificated Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the certificated Note so surrendered. (b) After the occurrence of a Fundamental Change, but on or before the 15th day following such occurrence, the Company shall provide to all Holders and the Trustee and Paying Agent a notice (the “Fundamental Change Repurchase Right Notice”) of the occurrence of such Fundamental Change and of the resulting repurchase right, if any, at the option of the Holders arising as a result thereof. Each Fundamental Change Repurchase Right Notice shall specify: (i) the events causing the Fundamental Change and whether such Fundamental Change also constitutes a Make-Whole Fundamental Change; (ii) the date of the Fundamental Change; (iii) the account last date on which a Holder may exercise its repurchase rights under Section 4.01, if applicable; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Exchange Agent, if applicable; (vii) that the Notes are eligible to be exchanged, the applicable Exchange Rate and any adjustments to the applicable Exchange Rate; (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and (ix) the procedures the Holder must follow to require the Company to repurchase its Notes under Section 4.01, if applicable. 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 4.01. (c) A Fundamental Change Repurchase Notice may be withdrawn in whole or in part by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Repurchase Right Notice at any time prior to the Close of Business on the second scheduled Trading Day prior to the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), specifying: (i) the principal amount of the withdrawn Notes; (ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes; and (iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; provided, however, that if the Notes are Global Notes, the notice must comply with the Applicable Procedures. (d) On or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money sufficient to repurchase on the Fundamental Change Repurchase Date all of the Notes to be repurchased on such date at the Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes properly surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration Time shall be made promptly after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions to the payment of the Fundamental Change Repurchase Price in this Section 4.01), or (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 4.01 in accordance with the provisions in Section 3.01(c). The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in respect excess of the repurchase shall be wired Fundamental Change Repurchase Price. (e) Subject to a Holder’s right to receive interest on the related Interest Payment Date where the Fundamental Change Repurchase Date, as applicable, falls between a Regular Record Date and the Interest Payment Date to which it relates, if the Trustee (or other Paying Agent appointed by the Company) holds money or securities sufficient to pay the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, then (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes, whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the Paying Agent, and (ii) all other rights of the Holders of such Notes shall terminate other than the right to receive the Fundamental Change Repurchase Price and previously accrued and unpaid interest, if any, upon delivery or book-entry transfer of the Notes. (f) No Notes may be repurchased at the option of Holders on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Fundamental Change Repurchase Price with respect to such Notes). (g) In connection with any repurchase offer upon the occurrence of a Fundamental Change, the Company shall, if required: (i) comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable; (ii) file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and (iii) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes, in each case, so as to permit the rights and obligations under this Article IV to be exercised in the time and in the manner specified in this Indenture. (h) Notwithstanding anything to the contrary in this Article IV, the Company will not be required to make an offer to repurchase the Notes upon a Fundamental Change if a third party makes such an offer to repurchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Article IV applicable to an offer to repurchase made by the Company and such third party purchases all Notes properly tendered and not validly withdrawn under such offer. (i) Notwithstanding any other provision of this Article IV, the Company will not be required to repurchase the Notes upon a Fundamental Change pursuant to clause (2) of the definition of “Fundamental Change” if (i) such Fundamental Change results in the Notes becoming exchangeable (pursuant to Section 5.05) into Reference Property consisting of cash in an amount per Note greater than the Fundamental Change Purchase Price (assuming the maximum amount of accrued interest would be payable based on the latest possible Fundamental Change Purchase Date, including any interest payable prior to such date) and (ii) the Fundamental Change Repurchase Notice advises the Holders of their right to exchange their Notes at such greater amount. For the avoidance of doubt, under such circumstances, the Company will not be required to offer to repurchase the Notes in such a Fundamental Change Repurchase Notice.

Repurchase at Option of the Holder. 5.1 Repurchase at Option Securities shall be purchased by the Company in cash pursuant to the terms of the Holder. The Holder shall have Securities at the right, at its option, to require the Company to repurchase for cash all option of the Note or any portion thereof that is equal to at least US$10,000,000 or such lesser amount then held by the Holder, for once only, Holder on September 15, 2019 (the “each Repurchase Date”) Date at a repurchase purchase price (the “Repurchase Price”) that is equal to of 100% of the principal amount Principal Amount of the Notes to be repurchasedsuch Securities, plus any accrued and unpaid interest and Registration Default Payments, if any, on such Securities to, but excluding, the Repurchase Date; provided that any if such accrued Repurchase Date falls after a Record Date and unpaid on or prior to the corresponding Interest Payment Date, then the interest and Registration Default Payments, if any, payable on such Interest Payment Date shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes record of the Securities at the close of business on the Regular applicable Record Date immediately preceding instead of the Holders surrendering the Securities for repurchase. At least 20 Business Days prior to any Repurchase Date, the Company will mail or cause to be mailed, by first class mail, a notice of such Repurchase Date to each Holder at its registered address. 5.2 Delivery Repurchases of Notice and Note by the Holder. (a) Repurchase of Notes Securities under this ARTICLE 5 Section 11.03 shall be made, at the option of the Holder thereof, upon: : (ia) delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder to the Company of its Security and a duly completed and executed notice (the “Repurchase Notice”), ) in the form attached hereto as Exhibit A, set forth on or before the reverse of the Securities beginning at any time from the opening of business on the date that is twenty (20) Business Days prior to the Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and or (iib) delivery or book-entry transfer of the Note Global Securities to the Company together with Trustee (or other Paying Agent) at the Repurchase NoticeCorporate Trust Office (or corporate office of the other Paying Agent appointed by the Company, if applicable), such delivery being a condition to receipt by the Holder of the Repurchase Price purchase price therefor. (b) Each No Securities may be purchased by the Company on any Repurchase Notice delivered Date if the Principal Amount of such Securities has been accelerated pursuant to the terms of this Indenture and such acceleration has not been rescinded on or prior to such Repurchase Date. The Company shall purchase from the Holder thereof, pursuant to this Section 5.2(a) 11.03, a portion of a Security, 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 Security also apply to the purchase of such portion of such Security. Upon presentation of any Security repurchased in part only, the Company shall state (i) execute and, upon receipt of a Company Order by the Trustee, the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in aggregate principal amount equal to the portion of the principal amount of Security presented that was not repurchased. Notwithstanding anything herein to the Note contrary, any Holder delivering to be repurchased, which must be at least US$10,000,000 the Trustee (or such lesser amount then held other Paying Agent appointed by the Holder, (iiCompany) that the Note is Repurchase Notice contemplated by this Section 11.03 shall have the right to be repurchased by the Company pursuant withdraw such Repurchase Notice at any time prior to the applicable provisions close of this Note and (iii) the account to which funds in respect of the repurchase shall be wired business on the Repurchase DateDate by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 11.04. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Repurchase at Option of the Holder. 5.1 Repurchase at Option Debentures shall be purchased by the Company in cash pursuant to the terms of the Holder. The Holder shall have Debentures at the right, at its option, to require the Company to repurchase for cash all option of the Note or any portion thereof that is equal to at least US$10,000,000 or such lesser amount then held by the Holder, for once only, Holder on September each of May 15, 2019 2013, May 15, 2016, and May 15, 2021 (the each a “Repurchase Date”) ), at a repurchase purchase price (the “Repurchase Price”) that is equal to of 100% of the principal amount of the Notes to be repurchasedamount, plus any accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the Repurchase Date; provided that any if such accrued Repurchase Date falls after a record date and unpaid on or prior to the corresponding interest payment date, then the interest and Liquidated Damages, if any, payable on such interest payment date shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes record of the Debentures at the close of business on the Regular Record Date immediately preceding applicable record date instead of the Holders surrendering the Debentures for repurchase. At least 20 Business Days prior any Repurchase Date, the Company will mail or cause to be mailed, by first class mail, a notice of such Repurchase Date to each Holder at its registered address. 5.2 Delivery Repurchases of Notice and Note by the Holder. (a) Repurchase of Notes Debentures under this ARTICLE 5 Section 3.08 shall be made, at the option of the Holder thereof, upon: : (ia) delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder to the Company of a duly completed and executed notice (the “Repurchase Notice”), ) in the form attached hereto as Exhibit A, set forth on or before the reverse of the Debenture during the period beginning at any time from the opening of business on the date that is twenty (20) Business Days prior to the Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and and (iib) delivery or book-entry transfer of the Debentures to the Trustee (or other Paying Agent appointed by the Company) at any time simultaneous to or after delivery of the Note to the Company Repurchase Notice (together with all necessary endorsements) at the Repurchase NoticeCorporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) in Houston, Texas, such delivery being a condition to receipt by the Holder of the Repurchase Price purchase price therefor. (b) Each Repurchase Notice delivered ; provided that such purchase price shall be so paid pursuant to this Section 5.2(a3.08 only if the Debenture so delivered to the Trustee (or other Paying Agent appointed by the Company) shall state (i) conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Debenture, 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 Debenture also apply to the purchase of such portion of such Debenture. Upon presentation of any Debenture 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 Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the portion of the principal amount of the Note to be Debentures presented that was not repurchased, which must be at least US$10,000,000 or such lesser amount then held by the Holder, (ii) that the Note is to be repurchased . Any purchase by the Company contemplated pursuant to the applicable provisions of this Note Section 3.08 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Business Day immediately following the Repurchase Date and the time of the book-entry transfer or delivery of the Debenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (iiior other Paying Agent appointed by the Company) the account Repurchase Notice contemplated by this Section 3.08 shall have the right to which funds in respect withdraw such Repurchase Notice at any time prior to the close of the repurchase shall be wired business on the Repurchase DateDate by delivery of a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.09. The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.