Common use of Repurchase of Notes by the Company at the Option of the Holder Clause in Contracts

Repurchase of Notes by the Company at the Option of the Holder. On July 1, 2017, a holder may require us to purchase all or a portion of the holder’s outstanding notes at a price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest to, but excluding, the purchase date. However, if the purchase date falls after a record date for the payment of interest but on or prior to the immediately succeeding interest payment date, we will, on the purchase date, pay the accrued and unpaid interest to, but excluding, the purchase date to the holder of record at the close of business on the immediately preceding record date. Accordingly, the holder submitting the note for purchase will not receive this accrued and unpaid interest unless that holder was also the holder of record at the close of business on the immediately preceding record date. On the purchase date, we will purchase all notes for which the holder has delivered and not withdrawn a written purchase notice. Holders may submit their written purchase notice to the paying agent at any time from the open of business on the date that is 20 business days before the purchase date until the close of business on the business day immediately preceding the purchase date. For a discussion of certain tax consequences to a holder receiving cash upon a purchase of the notes at the holder’s option, see “Material United States federal income tax considerations.” We will give notice on a date that is at least 20 business days before each purchase date to all holders at their addresses shown on the register of the registrar, and to beneficial owners as required by applicable law, stating, among other things: • the amount of the purchase price; • that notes with respect to which the holder has delivered a purchase notice may be converted only if the holder withdraws the purchase notice in accordance with the terms of the indenture; and • the procedures that holders must follow to require us to purchase their notes, including the name and address of the paying agent. To require us to purchase its notes, the holder must deliver a purchase notice that states: • the certificate numbers of the holder’s notes to be delivered for purchase, if they are in certificated form; • the principal amount of the notes to be purchased, which must be an integral multiple of $1,000; and • that the notes are to be purchased by us pursuant to the applicable provisions of the indenture. A holder that has delivered a purchase notice may withdraw the purchase notice by delivering a written notice of withdrawal to the paying agent before the close of business on the business day before the purchase date. The notice of withdrawal must state: • the name of the holder; • a statement that the holder is withdrawing its election to require us to purchase its notes; • the certificate numbers of the notes being withdrawn, if they are in certificated form; • the principal amount being withdrawn, which must be an integral multiple of $1,000; and • the principal amount, if any, of the notes that remain subject to the purchase notice, which must be an integral multiple of $1,000. If the notes are not in certificated form, the above notices must comply with appropriate DTC procedures. To receive payment of the purchase price for a note for which the holder has delivered and not withdrawn a purchase notice, the holder must deliver the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will pay the purchase price for the note on the later of the purchase date and the time of delivery of the note, together with necessary endorsements. If the paying agent holds on a purchase date money sufficient to pay the purchase price due on a note in accordance with the terms of the indenture, then, on and after that purchase date, the note will cease to be outstanding and interest on the note will cease to accrue, whether or not the holder delivers the note to the paying agent. Thereafter, all other rights of the holder terminate, other than the right to receive the purchase price upon delivery of the note. We may not have the financial resources, and we may not be able to arrange for financing, to pay the purchase price for all notes holders have elected to have us purchase. In connection with any purchase offer, we will, to the extent applicable: • comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and • file a Schedule TO or any other required schedule under the Exchange Act or other applicable laws.

Repurchase of Notes by the Company at the Option of the Holder. On July 1, 2017, a holder may require us Unless the Company has elected to purchase redeem all or a portion of the holder’s outstanding notes Notes in accordance with Section 3.07, the Notes shall be purchased by the Company at the option of any Holder thereof at any time on or after December 27, 2009 at a date designated by such Holder (the “Repurchase Date”), for cash, at a repurchase price in cash equal to 100of 100.0% of the principal amount of the notes to be purchasedAccreted Principal Amount, plus any accrued and unpaid interest Interest to, but excluding, the purchase date. However, Repurchase Date; provided that no Notes may be repurchased by the Company pursuant to this Section 3.10 if the purchase date falls after a record date for the payment principal amount of interest but any Notes has been accelerated and such acceleration has not been rescinded on or prior to the immediately succeeding interest payment dateRepurchase Date. Repurchases of Notes under this Section 3.10 shall be made, we willat the option of the Holder thereof, upon: (a) delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth on the purchase date, pay reverse of the accrued and unpaid interest to, but excluding, Note during the purchase date to the holder of record at the close of business on the immediately preceding record date. Accordingly, the holder submitting the note for purchase will not receive this accrued and unpaid interest unless that holder was also the holder of record at the close of business on the immediately preceding record date. On the purchase date, we will purchase all notes for which the holder has delivered and not withdrawn a written purchase notice. Holders may submit their written purchase notice to the paying agent period beginning at any time from the open opening of business on the date that is 20 business days before Business Days prior to the purchase date Repurchase Date until the close of business on the business day immediately preceding the purchase date. For a discussion of certain tax consequences to a holder receiving cash upon a purchase of the notes at the holder’s option, see “Material United States federal income tax considerations.” We will give notice on a date that is 10 Business Days prior to the Repurchase Date; and (b) delivery or book entry transfer of such Notes to the Trustee (or other Paying Agent appointed by the Company) at least 20 business days before each purchase date to all holders at their addresses shown on the register any time after delivery of the registrar, and to beneficial owners as required by applicable law, stating, among other things: • Repurchase Notice (together with all necessary endorsements) at the amount Corporate Trust Office of the purchase priceTrustee or any other office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan as provided in Section 4.02, such delivery being a condition to receipt by the Holder of the repurchase price therefor; • provided that notes with respect such repurchase price shall be so paid pursuant to which the holder has delivered a purchase notice may be converted this Section 3.10 only if the holder withdraws 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 Repurchase Notice. The Company shall purchase notice in accordance with from the terms Holder thereof, pursuant to this Section 3.10, a portion of the indenture; and • the procedures that holders must follow to require us to purchase their notesa Note, including the name and address of the paying agent. To require us to purchase its notes, the holder must deliver a purchase notice that states: • the certificate numbers of the holder’s notes to be delivered for purchase, only if they are in certificated form; • the principal amount of the notes to be purchased, which must be an integral such portion is $1,000 or a whole multiple of $1,000; and • . Provisions of this Indenture that apply to the notes are purchase of all of a Note also apply to be purchased the purchase of such portion of such Note. Any purchase by us the Company contemplated pursuant to the applicable provisions of this Section 3.10 shall be consummated by the indenturedelivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of the book entry transfer or delivery of the Note. A holder that has delivered Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) a purchase notice may Repurchase Notice contemplated by this Section 3.10 shall have the 30 right to withdraw such Repurchase Notice at any time prior to the purchase notice close of business on the Business Day immediately preceding the Repurchase Date by delivering delivery of a written notice of withdrawal to the paying agent before Trustee (or other Paying Agent appointed by the close of business on the business day before the purchase dateCompany) in accordance with Section 3.11. The Company is not obligated under this Section 3.10 to repurchase Notes listed in such written notice of withdrawal. 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 must state: • the name of the holder; • a statement that the holder is withdrawing its election to require us to purchase its notes; • the certificate numbers of the notes being withdrawn, if they are in certificated form; • the principal amount being withdrawn, which must be an integral multiple of $1,000; and • the principal amount, if any, of the notes that remain subject to the purchase notice, which must be an integral multiple of $1,000. If the notes are not in certificated form, the above notices must comply with appropriate DTC procedures. To receive payment of the purchase price for a note for which the holder has delivered and not withdrawn a purchase notice, the holder must deliver the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will pay the purchase price for the note on the later of the purchase date and the time of delivery of the note, together with necessary endorsements. If the paying agent holds on a purchase date money sufficient to pay the purchase price due on a note in accordance with the terms of the indenture, then, on and after that purchase date, the note will cease to be outstanding and interest on the note will cease to accrue, whether or not the holder delivers the note to the paying agent. Thereafter, all other rights of the holder terminate, other than the right to receive the purchase price upon delivery of the note. We may not have the financial resources, and we may not be able to arrange for financing, to pay the purchase price for all notes holders have elected to have us purchase. In connection with any purchase offer, we will, to the extent applicable: • comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and • file a Schedule TO or any other required schedule under the Exchange Act or other applicable lawsthereof.

Repurchase of Notes by the Company at the Option of the Holder. On July 1If at any time prior to a Qualifying IPO there shall occur a Block Trade which does not constitute a Change of Control, 2017then each Noteholder shall have the right at such holder’s option but not the obligation to require the Company to repurchase all of such holder’s Notes, a holder may require us to purchase all or a any portion thereof that is an integral multiple of $100,000 principal amount, on the date (the “Repurchase Date”) specified by the Company that is not less than twenty (20) Business Days and not more than thirty-five (35) Business Days after the date of the holder’s outstanding notes Repurchase Notice (as defined below) at a cash repurchase price in cash equal to 100(x) 115% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased, to the Purchase Date for each Note that such holder also tenders with a number of Warrants that is equal to the number of Warrants with such Note on the Issue Date or (y) otherwise at 109% of the then outstanding principal amount of the Notes, plus in each case (i) if redeemed by the Company on or before March 10, 2009, accrued and unpaid interest on the Notes redeemed, to but excluding the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), plus the Make-Whole Amount, or (ii) if redeemed by the Company after March 10, 2009, accrued and unpaid interest on the Notes redeemed, to but excluding the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); and provided further that no Notes may be repurchased by the Company pursuant to this Section if the principal amount of the notes to be purchased, plus any accrued Notes has been accelerated and unpaid interest to, but excluding, the purchase date. However, if the purchase date falls after a record date for the payment of interest but such acceleration has not been rescinded on or prior to the immediately succeeding interest payment dateRepurchase Date. Repurchases of Notes under this Section shall be made, we willat the option of the holder thereof, upon: (a) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed notice (the “Repurchase Notice”) in the form set forth on the purchase date, pay reverse of the accrued and unpaid interest to, but excluding, Note during the purchase date to the holder of record at the close of business on the immediately preceding record date. Accordingly, the holder submitting the note for purchase will not receive this accrued and unpaid interest unless that holder was also the holder of record at the close of business on the immediately preceding record date. On the purchase date, we will purchase all notes for which the holder has delivered and not withdrawn a written purchase notice. Holders may submit their written purchase notice to the paying agent period beginning at any time from the open opening of business on the date that is 10 Business Days after completion of the Block Trade until the close of business on the date that is 20 business days before Business Days after completion of the Block Trade; and (b) delivery or book entry transfer of such Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee or any other office of the Trustee (or other paying agent appointed by the Company) in Hong Kong as provided in Section 4.02, such delivery being a condition to receipt by the holder of the repurchase price therefor; provided that such repurchase price shall be so paid pursuant to this Section 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 Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section, a portion of a Note, only if the principal amount of such portion is $100,000 or a whole multiple of $100,000. Provisions of this Indenture that apply to the purchase date until of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Repurchase Date and the time of the book entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) a Repurchase Notice contemplated by this Section shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the business day third Business Day immediately preceding the purchase date. For a discussion Repurchase Date by delivery of certain tax consequences to a holder receiving cash upon a purchase of the notes at the holder’s option, see “Material United States federal income tax considerations.” We will give notice on a date that is at least 20 business days before each purchase date to all holders at their addresses shown on the register of the registrar, and to beneficial owners as required by applicable law, stating, among other things: • the amount of the purchase price; • that notes with respect to which the holder has delivered a purchase notice may be converted only if the holder withdraws the purchase notice in accordance with the terms of the indenture; and • the procedures that holders must follow to require us to purchase their notes, including the name and address of the paying agent. To require us to purchase its notes, the holder must deliver a purchase notice that states: • the certificate numbers of the holder’s notes to be delivered for purchase, if they are in certificated form; • the principal amount of the notes to be purchased, which must be an integral multiple of $1,000; and • that the notes are to be purchased by us pursuant to the applicable provisions of the indenture. A holder that has delivered a purchase notice may withdraw the purchase notice by delivering a written notice of withdrawal to the Trustee (or other paying agent before appointed by the close of business on the business day before the purchase dateCompany) in accordance with Section 3.12. The Company is not obligated under this Section to repurchase Notes listed in such written notice of withdrawal. 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 must state: • the name of the holder; • a statement that the holder is withdrawing its election to require us to purchase its notes; • the certificate numbers of the notes being withdrawn, if they are in certificated form; • the principal amount being withdrawn, which must be an integral multiple of $1,000; and • the principal amount, if any, of the notes that remain subject to the purchase notice, which must be an integral multiple of $1,000. If the notes are not in certificated form, the above notices must comply with appropriate DTC procedures. To receive payment of the purchase price for a note for which the holder has delivered and not withdrawn a purchase notice, the holder must deliver the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will pay the purchase price for the note on the later of the purchase date and the time of delivery of the note, together with necessary endorsements. If the paying agent holds on a purchase date money sufficient to pay the purchase price due on a note in accordance with the terms of the indenture, then, on and after that purchase date, the note will cease to be outstanding and interest on the note will cease to accrue, whether or not the holder delivers the note to the paying agent. Thereafter, all other rights of the holder terminate, other than the right to receive the purchase price upon delivery of the note. We may not have the financial resources, and we may not be able to arrange for financing, to pay the purchase price for all notes holders have elected to have us purchase. In connection with any purchase offer, we will, to the extent applicable: • comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and • file a Schedule TO or any other required schedule under the Exchange Act or other applicable lawsthereof.

Repurchase of Notes by the Company at the Option of the Holder. On July 1The Notes shall be purchased by the Company at the option of any holder thereof at any Put Date, 2017for cash, a holder may require us to purchase all or a portion of the holder’s outstanding notes at a repurchase price in cash equal to 100% of the principal amount of the notes to be purchasedDesignated Terminal Value, plus any accrued and unpaid interest Interest to, but excluding, the purchase date. However, Put Date; provided that no Notes may be repurchased by the Company pursuant to this Section if the purchase date falls after a record date for the payment principal amount of interest but any Notes has been accelerated and such acceleration has not been rescinded on or prior to the immediately succeeding interest payment datePut Date. Repurchases of Notes under this Section shall be made, we willat the option of the holder thereof, upon: (a) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (the “Repurchase Notice”) in the form set forth on the purchase date, pay reverse of the accrued and unpaid interest to, but excluding, Note attached hereto as Exhibit A during the purchase date to the holder of record at the close of business on the immediately preceding record date. Accordingly, the holder submitting the note for purchase will not receive this accrued and unpaid interest unless that holder was also the holder of record at the close of business on the immediately preceding record date. On the purchase date, we will purchase all notes for which the holder has delivered and not withdrawn a written purchase notice. Holders may submit their written purchase notice to the paying agent period beginning at any time from the open opening of business on the date that is 20 business days before twenty (20) Business Days prior to the purchase date Put Date until the close of business on the business day immediately preceding the purchase date. For a discussion of certain tax consequences to a holder receiving cash upon a purchase of the notes at the holder’s option, see “Material United States federal income tax considerations.” We will give notice on a date that is ten (10) Business Days prior to the Put Date; and (b) delivery or book entry transfer of such Notes to the Trustee (or other Paying Agent appointed by the Company) at least 20 business days before each purchase date to all holders at their addresses shown on the register any time after delivery of the registrar, and to beneficial owners as required by applicable law, stating, among other things: • Repurchase Notice (together with all necessary endorsements) at the amount Corporate Trust Office of the purchase price; • that notes with respect Trustee, such delivery being a condition to which receipt by the holder has delivered a purchase notice may of the repurchase price therefor; provided that such repurchase price shall be converted so paid pursuant to this Section only if the holder withdraws 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 Repurchase Notice. The Company shall purchase notice in accordance with the terms of the indenture; and • the procedures that holders must follow to require us to purchase their notes, including the name and address of the paying agent. To require us to purchase its notes, from the holder must deliver thereof, pursuant to this Section, a purchase notice that states: • the certificate numbers portion of the holder’s notes to be delivered for purchasea Note, only if they are in certificated form; • the principal amount of the notes to be purchased, which must be an integral such portion is $100,000 or a whole multiple of $1,000; and • 100,000. Provisions of this Indenture that apply to the notes are purchase of all of a Note also apply to be purchased the purchase of such portion of such Note. Any purchase by us the Company contemplated pursuant to the applicable provisions of this Section shall be consummated by the indenturedelivery of the consideration to be received by the holder promptly following the later of the Put Date and the time of the book entry transfer or delivery of the Note. A Notwithstanding anything herein to the contrary, any holder that has delivered delivering to the Trustee (or other Paying Agent appointed by the Company) a purchase notice may Repurchase Notice contemplated by this Section shall have the right to withdraw such Repurchase Notice at any time prior to the purchase notice close of business five (5) Business Days immediately preceding the Put Date by delivering delivery of a written notice of withdrawal to the paying agent before the close of business on the business day before the purchase dateTrustee in accordance with Section 3.04. The Company is not obligated under this Section to repurchase Notes listed in such written notice of withdrawal. 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 must state: • the name of the holder; • a statement that the holder is withdrawing its election to require us to purchase its notes; • the certificate numbers of the notes being withdrawn, if they are in certificated form; • the principal amount being withdrawn, which must be an integral multiple of $1,000; and • the principal amount, if any, of the notes that remain subject to the purchase notice, which must be an integral multiple of $1,000. If the notes are not in certificated form, the above notices must comply with appropriate DTC procedures. To receive payment of the purchase price for a note for which the holder has delivered and not withdrawn a purchase notice, the holder must deliver the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will pay the purchase price for the note on the later of the purchase date and the time of delivery of the note, together with necessary endorsements. If the paying agent holds on a purchase date money sufficient to pay the purchase price due on a note in accordance with the terms of the indenture, then, on and after that purchase date, the note will cease to be outstanding and interest on the note will cease to accrue, whether or not the holder delivers the note to the paying agent. Thereafter, all other rights of the holder terminate, other than the right to receive the purchase price upon delivery of the note. We may not have the financial resources, and we may not be able to arrange for financing, to pay the purchase price for all notes holders have elected to have us purchase. In connection with any purchase offer, we will, to the extent applicable: • comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and • file a Schedule TO or any other required schedule under the Exchange Act or other applicable lawsthereof.