Repurchase of Notes at the Option of Holders. (a) Noteholders shall have the right to require the Issuer to repurchase their Notes for cash, in whole or in part (in principal amounts of $1,000 and integral multiples thereof) on January 15, 2011, December 15, 2015, December 15, 2020, December 15, 2025 and December 15, 2030 (each, a “Repurchase Date”), at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided that if an Interest Payment Date falls on or prior to the Repurchase Date, then, with respect to any Note in respect of which the holder thereof shall have submitted a Repurchase Notice, the interest payable on such Interest Payment Date shall be paid to the holder of record of such Note on the applicable Record Date instead of the holder surrendering such Note for repurchase on such Repurchase Date. (b) On or before the twentieth (20th) Business Day immediately preceding each Repurchase Date, the Issuer shall mail or cause to be mailed to all holders of record on such date (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to Noteholders. In addition to the mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc., Bloomberg Business News or a substantially similar news organization containing the information specified in such notice and publish such information in a newspaper of general circulation in The City of New York, on the Issuer’s web site, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06. (c) In order to exercise the repurchase right, the holder must deliver a Repurchase Notice to the Paying Agent, during the period beginning at the opening of business on the date that is twenty (20) Business Days prior to the applicable Repurchase Date and ending at the close of business on the applicable Repurchase Date. Such Repurchase Notice shall state: (A) the certificate number (if the Note is in certificated form) of the Note which the holder will deliver to be repurchased, (B) the portion of the principal amount of the Note which the holder will deliver to be repurchased, in multiples of $1,000; provided that the remaining principal amount of Notes is in an authorized denomination and (C) that such Note shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture. Any Repurchase Notice provided in respect of a beneficial interest in a Global Note shall be required to comply with the applicable procedures of the Depositary. (d) The Issuer, if so requested, shall repurchase from the holder thereof, pursuant to this Section 3.06, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note. (e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.06 if there has occurred and is continuing an Event of Default with respect to the Notes (other than a default in the payment of the repurchase price for the Notes to be repurchased). (f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error. (g) Payment of the repurchase price for a Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent. Such repurchase price shall be paid to such holder, subject to receipt of funds and/or Notes by the Paying Agent, within two (2) Business Days following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in this Section 3.06) and (y) the time of book-entry transfer or delivery of such Note or beneficial interest therein to the Paying Agent by the holder thereof.
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Repurchase of Notes at the Option of Holders. (a) Noteholders Each Holder shall have the right right, at such Holder’s option, to require the Issuer Company to repurchase their Notes for cashsuch Holder’s Notes, in whole or in part (in principal amounts any portion thereof that is an integral multiple of $1,000 Principal Amount, in cash, on October 1, 2012, October 1, 2017 and integral multiples thereof) on January 15October 1, 2011, December 15, 2015, December 15, 2020, December 15, 2025 and December 15, 2030 2022 (each, each a “Five Year Repurchase Date”), at a repurchase price equal to of 100% of the principal amount Principal Amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date; provided that . Notwithstanding the foregoing, if an Interest Payment the Five Year Repurchase Date falls on or prior to is during the Repurchase DateRecord Date Period, then, with respect to then any Note in respect of which the holder thereof shall have submitted a Repurchase Notice, the accrued and unpaid interest payable on such Interest Payment Date shall be paid to the holder of record of Person in whose name such Note was registered at the close of business on the applicable Regular Record Date instead and the amount of any such interest to be paid shall be excluded from the holder surrendering such Note for repurchase on such Repurchase Dateprice.
(b) On or before the twentieth (20th) Not less than 20 Business Day immediately preceding Days prior to each Five Year Repurchase Date, the Issuer Company shall mail or cause to be mailed to all holders Holders of record on such date (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver with a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to Noteholders. In addition to the mailing of such Issuer Trustee) a Five Year Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc., Bloomberg Business News or a substantially similar news organization containing the information specified in such notice and publish such information in a newspaper of general circulation in The City of New York, on the Issuer’s web site, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the NoteholdersHolders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06Notes.
(c) In order To exercise a repurchase right pursuant to exercise the repurchase rightthis Section 11.02, the holder must a Holder shall deliver a Repurchase Notice to the Paying Agent, during the period beginning at the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Five Year Repurchase Date and ending at the close of business 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date. Such , (i) a written notice of repurchase (the “Five Year Repurchase Notice shall state: Notice”) in the form set forth on the reverse of the Note duly completed (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note which the Holder will deliver to be repurchased (if the Note is in certificated formcertificated) of or that the relevant Five Year Repurchase Notice complies with the appropriate Depositary procedures (if the Note which the holder will deliver to be repurchasedis represented by Global Note), (B) the portion of the principal amount Principal Amount of the Note which the holder Holder will deliver to be repurchased, which portion must be in multiples principal amounts of $1,000; 1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Notes is not subject to repurchase must be in an authorized denomination integral multiple of $1,000) and (C) that such Note shall be repurchased as of the Five Year Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book entry transfer of such Note (if such Note is represented by a Global Note). Any The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Five Year Repurchase Notice provided in respect (together with all necessary endorsements) at the office of a beneficial interest in a Global Note the Paying Agent shall be required a condition to comply the receipt by the Holder of the repurchase price therefore; provided, however, that such repurchase price shall be so paid pursuant to this Section 11.02 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Five Year Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. Holders may withdraw such election if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the applicable appropriate Depositary procedures (if the Note is represented by Global Note), (B) the Principal Amount of the Depositarywithdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Five Year Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000.
(d) The IssuerCompany, if so requested, shall repurchase from the holder Holder thereof, pursuant to this Section 3.0611.02, a portion of a Note, if the principal amount of such portion is $1,000 or a whole an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no No Notes may be repurchased redeemed by the Issuer Company pursuant to this Section 3.06 11.02 if there has occurred and is continuing an Event the Principal Amount of Default with respect to the Notes has been accelerated (other than as a default in the payment result of a failure to pay the repurchase price for price), and such acceleration has not been rescinded on or prior to the Notes to be repurchased)applicable Five Year Repurchase Date.
(f) The Paying Agent shall promptly notify the Issuer Company of the receipt by it of any Five Year Repurchase Notice or written notice of withdrawal thereof. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error.
(g) The Company may arrange for a third party to purchase any Notes (provided that the Trustee is so notified by the Company promptly) for which the Company receives a valid Five Year Repurchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be outstanding after the Five Year Repurchase Date. The third party subsequently may resell such purchased Notes to other investors.
(h) Any repurchase by the Company contemplated pursuant to the provisions of this Section 11.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Five Year Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time on the Business Day prior to the Five Year Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Note. Payment of the repurchase price for a Note for which a Five Year Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent. Such repurchase price shall be paid .
(i) In connection with any purchase of Notes pursuant to such holder, subject to receipt of funds and/or Notes by the Paying Agent, within two (2) Business Days following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in this Section 3.06) and (y) 11.02, the time of book-entry transfer or delivery of such Note or beneficial interest therein Company will comply with Rule 13e-4 under the Exchange Act to the Paying Agent by extent applicable at that time. If any of the holder thereofforegoing provisions or other provisions of this Section 11.02 are inconsistent with applicable law, such law shall govern.
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Repurchase of Notes at the Option of Holders. (a) Noteholders Each Holder shall have the right right, at such Holder’s option, to require the Issuer Company to repurchase their Notes for cashsuch Holder’s Notes, in whole or in part (in principal amounts any portion thereof that is an integral multiple of $1,000 Principal Amount, in cash, on October 1, 2012, October 1, 2017 and integral multiples thereof) on January 15October 1, 2011, December 15, 2015, December 15, 2020, December 15, 2025 and December 15, 2030 2022 (each, each a “Five Year Repurchase Date”), at a repurchase price equal to of 100% of the principal amount Principal Amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date; provided that . Notwithstanding the foregoing, if an Interest Payment the Five Year Repurchase Date falls on or prior to is during the Repurchase DateRecord Date Period, then, with respect to then any Note in respect of which the holder thereof shall have submitted a Repurchase Notice, the accrued and unpaid interest payable on such Interest Payment Date shall be paid to the holder of record of Person in whose name such Note was registered at the close of business on the applicable Regular Record Date instead and the amount of any such interest to be paid shall be excluded from the holder surrendering such Note for repurchase on such Repurchase Dateprice.
(b) On or before the twentieth (20th) Not less than 20 Business Day immediately preceding Days prior to each Five Year Repurchase Date, the Issuer Company shall mail or cause to be mailed to all holders Holders of record on such date (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver with a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed Trustee) a written notice to Noteholders. In addition to the mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc., Bloomberg Business News or a substantially similar news organization containing Holders setting forth the information specified in this Section 11.02(b). Such notice shall:
(i) state the repurchase price and the Five Year Repurchase Date to which such notice and publish such information in a newspaper of general circulation in The relates;
(ii) state that Holders must exercise their right to elect to repurchase prior to 5:00 p.m., New York City of New Yorktime, on the Issuer’s web siteBusiness Day immediately prior to the applicable Five Year Repurchase Date;
(iii) include a form of Repurchase Notice;
(iv) state the name and address of the Trustee and any Paying Agent;
(v) state the Notes must be surrendered to the Paying Agent to collect the repurchase price;
(vi) state that a Holder may withdraw its Repurchase Notice if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or through that the notice of withdrawal complies with the Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the withdrawn Notes and (C) the Principal Amount of Notes of such other public medium as Holder, if any, that remains subject to the Issuer Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000;
(vii) that the notes are convertible pursuant to Article X and may be converted only if the Repurchase Notice is withdrawn in accordance with the terms of the Indenture;
(viii) state that, unless the Company defaults in making payment of the repurchase price, interest on the Notes covered by any Repurchase Notice shall deem appropriate at such timecease to accrue on and after the Five Year Repurchase Date; and
(ix) state the CUSIP number of the Notes, if CUSIP numbers are then in use. No failure of the Issuer Company to give the foregoing notices and no defect therein shall limit the NoteholdersHolders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06Notes.
(c) In order To exercise a repurchase right pursuant to exercise the repurchase rightthis Section 11.02, the holder must a Holder shall deliver a Repurchase Notice to the Paying Agent, during the period beginning at the opening of business on the date that is twenty (20) 20 Business Days prior to the applicable Five Year Repurchase Date and ending at the close of business 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date. Such , (i) a Repurchase Notice shall state: in the form set forth on the reverse of the Note duly completed (if the Note is certificated) or stating the following (if the Note is represented by a Global Note): (A) the certificate number of the Note which the Holder will deliver to be repurchased (if the Note is in certificated formcertificated) of or that the relevant Repurchase Notice complies with the Applicable Procedures (if the Note which the holder will deliver to be repurchasedis represented by Global Note), (B) the portion of the principal amount Principal Amount of the Note which the holder Holder will deliver to be repurchased, which portion must be in multiples Principal Amounts of $1,000; 1,000 or an integral multiple of $1,000 (provided that the remaining principal amount Principal Amount of Notes is not subject to repurchase must be in an authorized denomination integral multiple of $1,000) and (C) that such Note shall be repurchased as of the Five Year Repurchase Date pursuant to the terms and conditions specified in the Note and in this Indenture; together with (ii) such Notes duly endorsed for transfer (if the Note if certificated) or book entry transfer of such Note (if the Note is represented by a Global Note). Any The delivery of such Note to the Paying Agent with, or at any time after delivery of, the Repurchase Notice provided in respect (together with all necessary endorsements) at the office of a beneficial interest in a Global Note the Paying Agent shall be required a condition to comply the receipt by the Holder of the repurchase price therefor. Holders may withdraw such election if such Holder shall deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Five Year Repurchase Date, a notice of withdrawal stating the following: (A) the certificate numbers of the Notes to be withdrawn (if the Note is certificated) or that the notice of withdrawal complies with the applicable procedures Applicable Procedures (if the Note is represented by Global Note), (B) the Principal Amount of the Depositarywithdrawn Notes and (C) the Principal Amount of Notes of such Holder, if any, that remains subject to the Repurchase Notice, which must be in Principal Amounts of $1,000 or an integral multiple of $1,000.
(d) The IssuerCompany, if so requested, shall repurchase from the holder Holder thereof, pursuant to this Section 3.0611.02, a portion of a Note, if the principal amount Principal Amount of such portion is $1,000 or a whole an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.06 if there has occurred and is continuing an Event of Default with respect to the Notes (other than a default in the payment of the repurchase price for the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. All questions as .
(f) The Company may arrange for a third party to purchase any Notes (provided that the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined Trustee is so notified by the IssuerCompany promptly) for which the Company receives a valid Repurchase Notice that is not withdrawn, whose determination shall in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Notes under these circumstances, interest will continue to accrue on those Notes and such Notes will continue to be final and binding absent manifest erroroutstanding after the Five Year Repurchase Date. The third party subsequently may resell such purchased Notes to other investors.
(g) Any repurchase by the Company contemplated pursuant to the provisions of this Section 11.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Five Year Repurchase Date if the book-entry transfer or delivery of the Notes to the Paying Agent is effected prior to 5:00 p.m., New York City time on the Business Day prior to the Five Year Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Note. Payment of the repurchase price for a Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent. Such repurchase price shall be paid .
(h) In connection with any purchase of Notes pursuant to such holder, subject to receipt of funds and/or Notes by the Paying Agent, within two (2) Business Days following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in this Section 3.06) and (y) 11.02, the time of book-entry transfer or delivery of such Note or beneficial interest therein Company will comply with Rule 13e-4 under the Exchange Act to the Paying Agent by extent applicable at that time. If any of the holder thereofforegoing provisions or other provisions of this Section 11.02 are inconsistent with applicable law, such law shall govern.
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Repurchase of Notes at the Option of Holders. (a) Noteholders Each Holder shall have the right right, at such Holder’s option, to require the Issuer Company to repurchase their Notes for cashcash all of such Holder’s Notes, in whole or in part (in principal amounts any portion thereof that is a multiple of $1,000 and integral multiples thereof) principal amount, on January 15December 1, 2011, December 15, 2015, December 15, 2020, December 15, 2025 and December 15, 2030 2016 (each, a the “2016 Repurchase Date”), at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest tointerest, including any Additional Interest, to but excluding, the Repurchase DateDate (the “2016 Repurchase Price”); provided provided, however, that if an Interest Payment the Repurchase Date falls after a Regular Record Date and on or prior to the Repurchase corresponding Interest Payment Date, thenthe Company will pay the full amount of accrued and unpaid interest, with respect to if any Note in respect of which the holder thereof shall have submitted a Repurchase Notice(plus Additional Interest, the interest payable if any), on such Interest Payment Date shall be paid to the holder Holder of record of such Note on the applicable Record Date instead of the holder surrendering such Note for repurchase on such Repurchase Date.
(b) On or before the twentieth (20th) Business Day immediately preceding each Repurchase Date, the Issuer shall mail or cause to be mailed to all holders of record on such date (and to beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to Noteholders. In addition to the mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow J▇▇▇▇ & Company, Inc., Bloomberg Business News or a substantially similar news organization containing the information specified in such notice and publish such information in a newspaper of general circulation in The City of New York, on the Issuer’s web site, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06.
(c) In order to exercise the repurchase right, the holder must deliver a Repurchase Notice to the Paying Agent, during the period beginning at the opening of business on the date that is twenty (20) Business Days prior to the applicable Repurchase Date and ending at the close of business on the applicable corresponding Regular Record Date and the 2016 Repurchase Price will be 100% of the principal amount of the Notes to be repurchased. Any notes repurchased by the Company will be paid for in cash. Repurchases of Notes under this Section 16.05 shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Paying Agent by a Holder of a notice (the “2016 Repurchase Notice”) in the form set forth on the reverse of the Note as Exhibit H thereto on or prior to the Business Day immediately preceding the 2016 Repurchase Date; provided, however, that if the Notes are not in certificated form, the 2016 Repurchase Notice must comply with Applicable Procedures; and
(ii) delivery or book-entry transfer of the Notes to the Paying Agent on or prior to the Business Day immediately preceding the 2016 Repurchase Date (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent, such delivery being a condition to receipt by the Holder of the 2016 Repurchase Price therefor. Such The 2016 Repurchase Notice shall state: :
(A) if certificated, the certificate number (if the Note is in certificated form) numbers of the Note which the holder will deliver Notes to be repurchased, delivered for repurchase;
(B) the portion of the principal amount of the Note which the holder will deliver Notes to be repurchased, in multiples which must be $1,000 principal amount or an integral multiple of $1,0001,000 in excess thereof; provided that the remaining principal amount of Notes is in an authorized denomination and and
(C) that such Note shall the Notes are to be repurchased as of by the Repurchase Date Company pursuant to the terms applicable provisions of the Notes and conditions specified in the Note and in this Indenture. Any Repurchase Notice provided in respect repurchase by the Company contemplated pursuant to the provisions of a beneficial interest in a Global Note this Section 16.05 shall be required to comply with the applicable procedures of the Depositary.
(d) The Issuer, if so requested, shall repurchase from the holder thereof, pursuant to this Section 3.06, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.
(e) Notwithstanding the foregoing, no Notes may be repurchased consummated by the Issuer pursuant to this Section 3.06 if there has occurred and is continuing an Event of Default with respect to the Notes (other than a default in the payment of the repurchase price for 2016 Repurchase Price on the Notes to be repurchased).
(f) The Paying Agent shall promptly notify the Issuer later of the receipt by it of any 2016 Repurchase Notice or written notice of withdrawal thereof. All questions as to Date and the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error.
(g) Payment of the repurchase price for a Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent. Such repurchase price shall be paid to such holder, subject to receipt of funds and/or Notes by the Paying Agent, within two (2) Business Days following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions as described in this Section 3.06) and (y) the time of book-entry transfer or delivery of such Note or beneficial interest therein to the Paying Agent by the holder thereof16.07(a).
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Sources: Indenture (Sina Corp)