Common use of Deposit of Repurchase Price Clause in Contracts

Deposit of Repurchase Price. (a) 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 as provided in Section 4.03) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register and, in the case of Global Notes, by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes shall cease to be Outstanding, (ii) interest shall cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) The Company shall will 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 as provided in Section 4.034.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale the Specified Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale the Specified Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in or the case of a repurchase in connection with a Fundamental ChangeSpecified Repurchase Date, as applicable) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 15.02) or the Specified Repurchase Date (provided the Holder has satisfied the conditions in Section 15.0615.01), as applicable) , and (ii) 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 Section 15.02 15.01 or Section 15.0615.02, as applicable, in the case of Certificated Notes, or by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale the Specified Repurchase Price, as applicable. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Repurchase Date or Asset Sale the Specified Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all pay the Fundamental Change Repurchase Price or the Specified Repurchase Price (and, to the extent not included in the Fundamental Change Repurchase Price or the Specified Repurchase Price, accrued and unpaid interest, if applicable) of the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale the Specified Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes shall will cease to be Outstandingoutstanding, (ii) interest shall interest, if any, will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or whether or not the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall will terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale the Specified Repurchase Price, as applicable, and, if applicableto the extent not included in the Fundamental Change Repurchase Price or the Specified Repurchase Price, accrued and unpaid interestSpecial Interest, if applicable). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 15.01 or Section 15.0615.02, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. Prior to 11:00 a.m. (aNew York City Time) The on the Business Day following the Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company(or, or if the Company or a Subsidiary or an Affiliate of either of them is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 4.032.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee cash (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register and, in the case of Global Notes, by wire transfer of immediately available funds if deposited on such Business Day) or Ordinary Shares, if permitted hereunder, sufficient to pay the account aggregate Repurchase Price of all the Securities or portions thereof that are to be purchased as of the Depositary Repurchase Date. If the Paying Agent holds sufficient funds and or its nominee. The Trustee shall, promptly after such payment and upon written demand by Ordinary Securities sufficient to pay the Company, return to the Company any funds in excess of the Fundamental Change aggregate Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on for all the Notes Securities or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale as of the Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes shall Securities will cease to be Outstanding, (ii) outstanding and interest shall will cease to accrue on such Notes (thereon whether or not book-book entry transfer of the Notes Securities has been made or the Notes Securities have been delivered to the Trustee or Paying Agent) and (iii) all other rights of . As soon as practicable after the Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable, Date the Company shall execute and the Trustee shall authenticate and deliver to each Holder entitled to receive Ordinary Shares through the Paying Agent, a certificate for the number of full Ordinary Shares issuable in payment of the Repurchase Price and cash in lieu of any fractional interests. The person in whose name the certificate for the Ordinary Shares is registered shall be treated as a Holder a new Certificated Note in an authorized denomination equal in principal amount of record of Ordinary Shares on the Business Day following the Repurchase Date. No payment or adjustment will be made for dividends on the Ordinary Shares the record date for which occurred on or prior to the unrepurchased portion of the Certificated Note surrenderedRepurchase Date.

Deposit of Repurchase Price. (a) 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 as provided in Section 4.03) on or prior Prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, the Company shall deposit with the Paying Agent or, if the Company is acting as applicablethe Paying Agent, shall segregate and hold in trust as provided in Section 10.03 of the Base Indenture an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee cash (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register and, in the case of Global Notes, by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, if deposited on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date), as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on pay the aggregate Repurchase Price of all the Separate Convertible Notes or portions thereof that are to be repurchased as of the Fundamental Change Repurchase Date. (b) If on such the Fundamental Change Repurchase Date or Asset Sale the Paying Agent holds money sufficient to pay the Repurchase Date, as applicablePrice of the Separate Convertible Notes that Holders have elected to require the Company to repurchase in accordance with Section 3.01, then, with respect to on the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) Fundamental Change Repurchase Date each such Notes Separate Convertible Note shall cease to be Outstandingoutstanding, (ii) interest shall will cease to accrue on and all other rights of the Holders of each such Notes (Separate Convertible Note shall terminate, other than the right to receive the Repurchase Price upon delivery or book-entry transfer of the Separate Convertible Note or, if such Separate Convertible Note has been timely tendered for conversion, the cash and, if applicable, shares of Common Stock due upon such conversion. This shall be the case whether or not book-entry transfer of the Notes Separate Convertible Note has been made or the Notes have Separate Convertible Note has been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) The Company shall will 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 as provided in Section 4.035.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental ChangeExpiration Time) will be made on promptly following the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, with respect to such Note (provided that the Holder holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable16.01) and (ii) 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 holder thereof in the manner required by Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, 16.01 by mailing checks for the amount payable to the Holders holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided however, in that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale Repurchase Datepursuant to Section 16.01, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, then (i) such Notes shall will cease to be Outstandingoutstanding, (ii) interest shall interest, including Contingent Interest, if any, and Additional Interest, if any, will cease to accrue on such Notes, and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Repurchase Price, and previously accrued but unpaid interest, including Contingent Interest, if any, and Additional Interest, if any, upon delivery of the Notes), whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable16.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) The Company shall will deposit with the Trustee (or other Paying Agent appointed by the CompanyAgent, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.03) 4.04 on or prior to 11:00 a.m., New York City timetime (or such later time to which the Trustee may agree), on the Fundamental Change applicable Repurchase Date or Asset Sale Repurchase Date, as applicable, (subject to extension in order to allow the Company to comply with applicable law) an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company)Agent, payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental ChangeDate) will be made on the later of (i) the Fundamental Change applicable Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 15.01 or Section 15.0615.02, as applicable) and (ii) 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 Section 15.02 15.01 or Section 15.0615.02, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (ba) If by 11:00 a.m., a.m. New York City timetime (or such later time to which the Trustee may agree), on the Fundamental Change Repurchase Date or Asset Sale applicable Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicableor, if extended in order to allow the Company to comply with applicable law, such later date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes shall will cease to be Outstandingoutstanding, (ii) interest shall will cease to accrue on such Notes on the Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such later date (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall with respect to the Notes will terminate on the Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such later date (other than (x) the right to receive the Fundamental Change applicable Repurchase Price and (y) if the Repurchase Date falls after a Regular Record Date but on or Asset Sale Repurchase Priceprior to the related Interest Payment Date, as applicable, and, if applicable, the right of the Holder of record on such Regular Record Date to receive the full amount of accrued and unpaid interestinterest to, but excluding, such Interest Payment Date). (cb) Upon surrender of a Certificated Physical Note that is to be repurchased in part pursuant to Section 15.02 15.01 or Section 15.0615.02, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. Prior to 10:00 a.m. (aNew York City time) The on the Business Day following the Repurchase Date, the Company shall deposit with the Trustee (or other with the Paying Agent appointed by the Company, (or if the Company or a Subsidiary or an Affiliate of any of them is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 4.03herein) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee cash (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register and, in the case of Global Notes, by wire transfer of immediately available funds if deposited on such Business Day) sufficient to pay the account portion of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change aggregate Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on of all the Notes Securities or portions thereof that which are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale that is to be paid in cash as set forth in the relevant notice of Change in Control in accordance with Section 11.04. If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m. (New York City time) on the Business Day immediately following the applicable Repurchase Date, as applicablecash sufficient to pay the portion of the Repurchase Price that is to be paid in cash of any Securities for which a Repurchase Notice has been tendered and not withdrawn pursuant to Section 11.05, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawnimmediately after such Repurchase Date, (i) such Notes shall Securities will cease to be Outstandingoutstanding, (ii) interest shall cease to accrue on such Notes (whether or not book-entry transfer of and the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes in respect thereof shall terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale upon delivery of such Securities). As soon as practicable on and after the Change of Control Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicableDate, the Company shall execute and the Trustee shall authenticate and deliver to each Holder entitled to receive shares of Applicable Stock, a certificate (other than in the Holder case of Holders of Securities in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary customary practices) for the number of full shares of Applicable Stock issuable in payment of the Change of Control Repurchase Price and cash in lieu of any fractional interests. The person in whose name the certificate for the shares of Applicable Stock is registered shall be treated as a new Certificated Note in an authorized denomination equal in principal amount holder of record of Applicable Stock on the Change of Control Repurchase Date. No payment or adjustment will be made for dividends on the shares of Applicable Stock the record date for which occurred on or prior to the unrepurchased portion Change of the Certificated Note surrenderedControl Repurchase Date.

Deposit of Repurchase Price. (a) 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 as provided in Section 4.03) on or prior Prior to 11:00 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register and, in the case of Global Notes, by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Specified Repurchase Date, as applicable, the Trustee (or other Company shall deposit with the Paying Agent appointed by (or, if the CompanyCompany or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) holds an amount of money (in immediately available funds if deposited on such Business Day) sufficient to make payment on pay the Fundamental Change Repurchase Price or the Specified Date Repurchase Price, as applicable, of all the Notes or portions thereof that are to be repurchased purchased as of the Fundamental Change Repurchase Date or the Specified Repurchase Date, as applicable. If the Paying Agent holds cash sufficient to pay the Fundamental Change Repurchase Price or the Specified Date Repurchase Price, as applicable, of the Notes for which a Fundamental Change Repurchase Notice or a Specified Date Repurchase Notice has been tendered and not withdrawn in accordance with this Supplemental Indenture on the Fundamental Change Repurchase Date or the Specified Repurchase Date, as applicable, then as of such Fundamental Change Repurchase Date or Asset Sale such Specified Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (ia) such Notes shall will cease to be Outstanding, (ii) Outstanding and interest shall will cease to accrue on such Notes thereon (whether or not book-entry transfer of the such Notes has been is made or the such Notes have been delivered to the Trustee or Paying Agent) and (iiib) all other rights of the Holders of such Notes shall in respect thereof will terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale the Specified Date Repurchase Price, as applicable, and, if applicable, and any previously accrued and unpaid interestinterest on such Notes upon delivery or book-entry transfer of such Notes). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) The On or before the Repurchase Date, the Company shall deposit with the Trustee (or other with the Paying Agent appointed by the Company(or, or if the Company is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 4.032.4) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money or a number of shares of Common Stock, as provided herein, sufficient to repurchase all of pay the Notes to be repurchased at the appropriate Fundamental Change aggregate Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register and, in the case of Global Notes, by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on as of such Fundamental Change Repurchase Date or Asset Sale or, if shares of Common Stock are to be paid, as promptly as practicable after the Repurchase Date, as applicable, then, with respect to . The manner in which the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes deposit required by this Section 3.11 is made by the Company shall cease to be Outstanding, (ii) interest shall cease to accrue on such Notes (whether or not book-entry transfer at the option of the Notes has been Company; PROVIDED that such deposit shall be made in a manner such that the Trustee or the Notes Paying Agent shall have been delivered to immediately available funds on the Repurchase Date; PROVIDED FURTHER, that if such payment is made on the Repurchase Date it must be received by the Trustee or Paying Agent) , as the case may be, by 10:00 a.m., eastern time, on such date. If the Paying Agent holds, in accordance with the terms hereof, money or shares of Common Stock, as applicable, sufficient to pay the Repurchase Price of any Note tendered for repurchase on the Business Day prior to the Repurchase Date, then, on and (iii) after the Repurchase Date, such Note will cease to be outstanding and interest on such Note will cease to accrue and will be deemed paid, whether or not such Note is delivered to the Paying Agent, and all other rights of the Holders of such Notes Holder in respect thereof shall terminate (other than the right to receive the Fundamental Change Repurchase Price upon delivery of such Note). Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Asset Sale Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase PriceDate the holder or holders of record of the shares represented thereby; PROVIDED, as applicableHOWEVER, and, if applicable, accrued and unpaid interest). (c) Upon that any surrender for repurchase on a date when the stock transfer books of a Certificated Note that is the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Note declared prior to the Repurchase Date. No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same Holder and the Repurchase Price shall be payable in part pursuant to Section 15.02 shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Section 15.06, as applicableNotes, the Company shall execute and the Trustee shall authenticate and will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a new Certificated Note in an authorized denomination equal in principal amount fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the unrepurchased portion nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Certificated Note surrenderedCommon Stock on the first day (which is not a Legal Holiday) immediately preceding the Repurchase Date. Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the Holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the Notes represented thereby; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.

Deposit of Repurchase Price. (a) The Company shall will 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 as provided in Section 4.034.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale applicable Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Optional Repurchase Price, as applicableapplicable (each of the foregoing, a “Repurchase Price”). Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change applicable Repurchase Date in the case of a repurchase in connection with a Fundamental ChangeDate) will be made on the later of (i) the Fundamental Change applicable Repurchase Date or Asset Sale Repurchase Date, as applicable, with respect to such Note (provided that the Holder has satisfied the conditions in Section 15.02 14.01 or Section 15.0614.02, as applicable) and (ii) 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 Section 15.02 14.01 or Section 15.0614.02, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale applicable Repurchase Price, as applicable. Nothing herein shall preclude any withholding tax required by law. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Repurchase Date or Asset Sale applicable Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on pay the applicable Repurchase Price of all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale the applicable Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, then (i) such Notes shall will cease to be Outstandingoutstanding, (ii) interest shall will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall will terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale applicable Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 14.01 or Section 15.06, as applicable14.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) The Company shall will 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 as provided in Section 4.03‎Section 4.04) on or prior to 11:00 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale applicable Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Optional Repurchase Price, as applicableapplicable (each of the foregoing, a “Repurchase Price”). Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change applicable Repurchase Date in the case of a repurchase in connection with a Fundamental ChangeDate) will be made on the later of (i) the Fundamental Change applicable Repurchase Date or Asset Sale Repurchase Date, as applicable, with respect to such Note (provided that the Holder has satisfied the conditions in Section 15.02 ‎Section 14.01 or Section 15.06‎Section 14.02, as applicable) and (ii) 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 Section 15.02 ‎Section 14.01 or Section 15.06‎Section 14.02, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale applicable Repurchase Price, as applicable. Nothing herein shall preclude any withholding tax required by law. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes shall cease to be Outstanding, (ii) interest shall cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) 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 as provided in Section 4.034.06(b)) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicablethe case may be, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, with respect to such Note (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable14.01) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes14.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, then (i) such Notes shall will cease to be Outstanding, (ii) interest shall will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall will terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (ai) The Company shall will deposit with the Trustee (or other Paying Agent paying agent appointed by the Company, or if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 4.034.03 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Put Date or Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Put Purchase Price or Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent paying agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Put Date or Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental ChangeDate, as applicable) will be made on the later of (i) the Fundamental Change Repurchase Put Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 10.02) or Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.0610.02), as applicable) , and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent paying agent appointed by the Company) by the Holder thereof in the manner required by Section 15.02 10.01 or Section 15.06, as applicable, in the case of Certificated Notes, 10.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Put Purchase Price or Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (ba) If by 11:00 a.m., a.m. New York City time, on the Put Date or Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent paying agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Put Date or Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase to the paying agent and have not been validly withdrawn, (i) such Notes shall will cease to be Outstandingoutstanding, (ii) interest shall will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) Trustee), and (iii) all other rights of the Holders of such Notes shall will terminate (other than the right to receive the Put Purchase Price or Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicablethe Put Date or Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Business Day immediately following the corresponding Interest Payment Date to which such Regular Record Date relates, accrued and unpaid interestinterest payable to the Holders as of such Regular Record Date). (cb) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 10.01 or Section 15.06, as applicable10.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) The Company shall will 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 as provided in Section 4.034.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale the Specified Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale the Specified Date Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Expiration Time or the Specified Repurchase Date in the case of a repurchase in connection with a Fundamental ChangeExpiration Time, as applicable) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Specified Repurchase Date, as applicable, Date (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.0615.01, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks or by sending by wire transfer of immediately available funds for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale the Specified Date Repurchase Price, as applicable. (b) If by 11:00 a.m., a.m. New York City time, on the Fundamental Change Repurchase Date or Asset Sale the Specified Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or Asset Sale Specified Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes shall will cease to be Outstandingoutstanding, (ii) interest shall will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall will terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale the Specified Date Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable15.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) The Prior to 11:00 a.m., New York City Time, on the Fundamental Change Repurchase Date or the Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Companyor, or if the Company is acting as its own the Paying Agent, set aside, shall segregate and hold in trust as provided in Section 4.036.04) on or prior to 11:00 a.m., New York City time, an amount of cash (in immediately available funds if deposited on the Fundamental Change Repurchase Date or Asset Sale the Repurchase Date, as applicablethe case may be), an amount of money sufficient to pay the aggregate repurchase all price of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental Change) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register and, in the case of Global Notes, by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such for cash as of the Fundamental Change Repurchase Date or Asset Sale the Repurchase Date, as the case may be. As soon as practicable after the Fundamental Change Repurchase Date or the Repurchase Date, as the case may be, the Company shall deliver to each holder entitled to receive shares of Applicable Stock or Common Stock, as the case may be, through the Paying Agent, a certificate for the number of full shares of Applicable Stock or Common Stock, as the case may be, issuable in payment of the repurchase price and cash in lieu of any fractional interests. The person in whose name the certificate for the shares of Applicable Stock or Common Stock, as the case may be, is registered shall be treated as a holder of record of Applicable Stock or Common Stock, as the case may be, on the Business Day following the applicable Fundamental Change Repurchase Date or the Repurchase Date. No payment or adjustment in the repurchase price will be made for dividends on the shares of Applicable Stock or Common Stock, as the case may be, the Record Date for which occurred on or prior to the Fundamental Change Repurchase Date or the Repurchase Date, as applicable. If on the Fundamental Change Repurchase Date or the Repurchase Date the Paying Agent holds money or shares of Applicable Stock or Common Stock, as the case may be, sufficient to pay the repurchase price of the Notes that holders have elected to require the Company to repurchase in accordance with Section 3.05 or 3.06, as the case may be, then, with respect to on the Notes that have been properly surrendered for repurchase and have not been validly withdrawnFundamental Change Repurchase Date or the Repurchase Date, (i) as the case may be, such Notes shall will cease to be Outstandingoutstanding, (ii) interest shall will cease to accrue on and all other rights of the holders of such Notes (will terminate, other than the right to receive the repurchase price upon delivery or book-entry transfer of the Note. This will be the case whether or not book-entry transfer of the Notes Note has been made or the Notes have Note has been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable, and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Certificated Note that is to be repurchased in part pursuant to Section 15.02 or Section 15.06, as applicable, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Certificated Note surrendered.

Deposit of Repurchase Price. (a) 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 as provided in Section 4.034.04) on or prior to 11:00 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased purchased at the appropriate Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date in the case of a repurchase in connection with a Fundamental ChangeDate) will be made on the later of (i) the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, with respect to such Note (provided that the Holder has satisfied the conditions in Section 15.02 or Section 15.06, as applicable16.02) and (ii) 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 Section 15.02 or Section 15.06, as applicable, in the case of Certificated Notes16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register andNote Register; provided, in however, that payments to the case of Global Notes, Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price or Asset Sale Repurchase Price, as applicable. (b) If by 11:00 a.m., 10:00 a.m. New York City time, on the Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased purchased on such Fundamental Change Repurchase Date or Asset Sale Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, : (i) such Notes shall cease to be Outstanding, (ii) outstanding and interest shall cease to accrue on such Notes on such Repurchase Date (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) ); and (iiiii) all other rights of the Holders of such Notes shall will terminate on the Repurchase Date (other than (x) the right to receive the Fundamental Change Repurchase Price and (y) if the Repurchase Date falls after a Regular Record Date but on or Asset Sale Repurchase Priceprior to the related Interest Payment Date, as applicable, and, if applicable, the right of the Holder on such Regular Record Date to receive the accrued and unpaid interestinterest to, but not including, the Repurchase Date). (c) Upon surrender of a Certificated Note that is to be repurchased purchased in part pursuant to Section 15.02 or Section 15.06, as applicable16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificated Note in an authorized denomination equal in principal amount to the unrepurchased unpurchased portion of the Certificated Note surrendered, without payment of any service charge.