Common use of Withdrawal of Tenders Clause in Contracts

Withdrawal of Tenders. To withdraw a tender of Old Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the registered number or numbers and principal amount of such Old Notes or, in the case of Old Notes transferred by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited), (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have United States Trust Company of New York, the trustee with respect to the Old Notes (the "Trustee"), register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly re-tendered. Properly withdrawn Old Notes may be re-tendered by following one of the procedures set forth in this letter at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

Withdrawal of Tenders. To withdraw Old Notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date by the registered Holder thereof as of the Record Date. Old Notes may not be withdrawn at any time after the Expiration Date. In addition, tenders of Old Notes may be validly withdrawn if the Exchange Offer is terminated without any Old Notes being purchased thereunder. In the event of a tender termination of the Exchange Offer, the Old Notes tendered pursuant to the Exchange Offer will be promptly returned to the tendering Holder. Any registered Holder of Old Notes who has tendered Old Notes pursuant to the Exchange Offer or who succeeds to the record ownership of Old Notes in respect of which such tenders have previously been given may (i) withdraw such Old Notes prior to 5:00 p.m., New York City time, on the Exchange OfferExpiration Date. To be effective, a registered Holder of Old Notes held in physical form must provide a written or facsimile transmission notice of withdrawal of a tender which notice must contain (i) the name of the registered Holder of the Old Notes to be received withdrawn, (ii) a description of the Old Notes to be withdrawn, (iii) the certificate numbers shown on the particular certificates representing such Old Notes, (iv) the aggregate principal amount represented by such Old Notes, (v) the signature of such registered Holder of the Old Notes executed in the same manner as the original signature on the Letter (including any signature guarantee (if such original signature was guaranteed)); and (vi) if such Old Notes were tendered by book-entry transfer, the registered Holder's book-entry confirmation. For a withdrawal to be effective, a registered Holder of Old Notes held with the Depository must (i) call such registered Holder's broker and instruct such broker to withdraw such tender of Old Notes by debiting the Exchange Agent's account at the Depository of all Old Notes to be withdrawn; and (ii) instruct such broker to provide a written telegraphic or facsimile transmission notice of withdrawal to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Such notice of withdrawal shall contain (i) the name of the person who tendered the Old Notes; (ii) a description of the Old Notes to be withdrawn; and (iii) the aggregate principal amount represented by such Old Notes. A purported notice of withdrawal which lacks any of the required information will not be an effective withdrawal of a tender previously made. If the Old Notes to be withdrawn have been delivered or otherwise identified to the Exchange Agent, a signed notice of withdrawal is effective immediately upon receipt by the Exchange Agent at of written or facsimile transmission of the notice of withdrawal even if physical release is not yet effected. The Company or its address set forth herein assignee will have the right, which may be waived, to reject a defective tender of Old Notes as invalid and ineffective. If the Company, or its assignee, waives its right to reject a defective tender of Old Notes, the registered Holder will be entitled to receive Registered Notes if such Old Notes were delivered prior to 5:00 p.m., New York City time, on the Expiration Date. Any Old Notes that have been tendered pursuant to the Exchange Offer but that are not purchased thereby will be returned to the registered Holder thereof without cost to such notice registered Holder as soon as practicable following the Expiration Date. If the Company is delayed in its acceptance for exchange of withdrawal must any Old Notes (i) specify whether before or after the name Company's acceptance for payment of such Old Notes), or the Company extends the Exchange Offer or is unable to accept for payment or pay for Old Notes pursuant to the Exchange Offer for any reason then, without prejudice to the Company's rights hereunder, tendered Old Notes may be retained by the Exchange Agent on behalf of the person having deposited the Old Notes to Company and may not be withdrawn (except to the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the registered number or numbers and principal amount extent that tendering Holders of such Old Notes or, in the case are entitled to withdrawal rights as set forth herein. A valid withdrawal of a tender of Old Notes transferred by book-entry transfer, tendered pursuant to the name Exchange Offer may not be rescinded and number of the account at the Book-Entry Transfer Facility any Old Notes properly withdrawn will not be deemed to be credited), (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have United States Trust Company of New York, the trustee with respect to the Old Notes (the "Trustee"), register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Offer. However, Old Notes so withdrawn are validly re-tendered. Properly withdrawn Old Notes from the Exchange Offer may be re-tendered by following repeating one of the procedures set forth described in this letter Instruction 2 above at any time prior to 5:00 p.m., New York City time, on the Expiration Date. Any registered Holder who properly withdraws Old Notes tendered pursuant to the Exchange Offer and does not properly re-tender such Notes pursuant to the Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date will not receive the Registered Notes. All questions as to the validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, whose determination will be final and binding. None of the Company, the Exchange Agent, the Trustee, or any other person is under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal of Tenders. To withdraw a tender of Old Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the registered number or numbers and principal amount of such Old Notes or, in the case of Old Notes transferred by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited), (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have United States Trust Company of New YorkHSBC Bank USA, the trustee with respect to the Old Notes (the "Trustee"), register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly re-tendered. Properly withdrawn Old Notes may be re-tendered by following one of the procedures set forth in this letter at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

Withdrawal of Tenders. To withdraw a tender of Old Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the registered number or numbers and principal amount of such Old Notes or, in the case of Old Notes transferred by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited), (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have United States State Street Bank & Trust Company of New YorkCompany, the trustee with respect to the Old Notes (the "Trustee"), register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly re-tendered. Properly withdrawn Old Notes may be re-tendered by following one of the procedures set forth in this letter at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

Withdrawal of Tenders. To withdraw a A tender of Old Notes in may be withdrawn at any time prior to the Exchange Offer, a expiration time by delivery of written or facsimile transmission (receipt confirmed by telephone) notice of withdrawal must be received by to the Exchange Agent at its the address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Datecover of this Letter of Transmittal. Any such To be effective, a notice of withdrawal must (i) must: specify the name of the person having deposited tendered the Old Notes to be withdrawn (the "“Depositor"”), (ii) ; identify the Old Notes to be withdrawn (including the registered certificate number or numbers and principal amount of such Old Notes or, in the case of Old Notes transferred by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be creditedNotes), (iii) ; be signed by the Holder holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered or as otherwise described above (including any required signature guaranteesguarantee) or be accompanied by documents of transfer sufficient to have United States Trust Company of New York, the trustee with respect to fiscal agent for the Old Notes (the "Trustee"), register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) tender; specify the name in which any such Old Notes are to be registered, if different from that of the Depositor; and if applicable because the Old Notes have been tendered under the book-entry procedures, specify the name and number of the participant’s account at DTC to be credited, if different The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. All questions as to the validityvalidity of notices of withdrawals, form and eligibility (including including, time of receipt) of such notices , will be determined by the Company, whose CAP and such determination shall will be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Offer. Any Old Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Old Notes will be issued credited to an account with respect thereto unless such book-entry transfer facility specified by the Old Notes so withdrawn are validly re-tenderedholder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be re-tendered retendered by following one of the procedures set forth described under the caption “The Exchange Offer—Procedures for Tendering” in this letter the prospectus supplement at any time prior to 5:00 p.m., New York City time, on the Expiration DateTime.

Withdrawal of Tenders. To withdraw Tenders of Notes may not generally be withdrawn. If Purchaser reduces either (a) the principal amount of Notes subject to the Offer or (b) the Offer Consideration, then previously tendered Notes may be validly withdrawn until the expiration of ten business days after the date that notice of any such reduction is first published, given or sent to Holders by Purchaser. In the event of a termination of the Offer, the Notes tendered pursuant to the Offer will be returned to the tendering Holders promptly. For a withdrawal of a tender of Old Notes in the Exchange Offerto be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent Depositary at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Dateback cover page of this Offer to Purchase. Any such notice of withdrawal must (i) specify the name of the person having deposited who tendered the Old Notes to be withdrawn (the "Depositor")relates, (ii) identify contain the Old description of the Notes to be withdrawn (including relates and identify the registered certificate number or numbers and principal amount of shown on the particular certificates evidencing such Old Notes or, in the case of Old (unless such Notes transferred were tendered by book-entry transfer, ) and the name aggregate principal amount represented by such Notes and number of the account at the Book-Entry Transfer Facility to be credited), (iii) be signed by the Holder of such Notes in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have United States Trust Company of New York, the trustee with respect to the Old Notes (the "Trustee"), Trustee register the transfer of such Old the Notes into the name of the person withdrawing such Notes. If the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as withdrawn have been delivered or otherwise identified to the validityDepositary, form a properly completed and eligibility (including time signed notice of receipt) of such notices will be determined by the Company, whose determination withdrawal shall be final and binding on all partieseffective immediately upon receipt thereof even if physical release is not yet effected. A withdrawal of Notes can only be accomplished in accordance with the foregoing procedures. ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF NOTICES OF WITHDRAWAL WILL BE DETERMINED BY PURCHASER, IN PURCHASER'S SOLE DISCRETION (WHOSE DETERMINATION WILL BE FINAL AND BINDING). NONE OF PURCHASER, THE DEPOSITARY, THE TRUSTEE OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION. Any Old Notes so properly withdrawn will be deemed to be not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly re-tenderedOffer. Properly withdrawn Old Withdrawn Notes may be re-tendered retendered by following one of the procedures set forth described in this letter Section 7 at any time prior to 5:00 p.m., New York City time, on the Expiration Date.