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 4.04) on or prior to 10:00 a.m., New York City time, on the Repurchase Date an amount of money sufficient to repurchase all of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds 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Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the 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 Repurchase Price. (b) If by 10:00 a.m. New York City time, on the Repurchase Date, 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 purchased on such Repurchase Date, then, with respect to Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes on such Repurchase Date (whether or not book-entry transfer of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 (ii) all other rights of the Holders of such Notes will terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price and (y) if the Repurchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the accrued and unpaid interest to, but not including, the Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04

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 4.04) on or prior to 10:00 11:00 a.m., New York City time, on the applicable Repurchase Date Date, an amount of money sufficient to repurchase all of the Notes to be purchased repurchased at the appropriate Fundamental Change Repurchase Price or Optional Repurchase Price, as applicable (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 validly withdrawn prior to the close of business on the Business Day immediately preceding the applicable Repurchase Date) will be made on the later of (i) the applicable Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.0214.01 or Section 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 16.0214.01 or Section 14.02, as applicable, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the 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 applicable Repurchase Price. (b) If Nothing herein shall preclude any withholding tax required by 10:00 a.m. New York City time, on the Repurchase Date, 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 purchased on such Repurchase Date, then, with respect to Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (i) such Notes shall cease to be 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 (ii) all other rights of the Holders of such Notes will terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price and (y) if the Repurchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the accrued and unpaid interest to, but not including, the Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04law.

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 4.04) on or prior Prior to 10:00 a.m., New York City time, on the applicable Repurchase Date Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, it shall segregate and hold in trust as provided in Section 10.03 of the Original Indenture) an amount of money sufficient to repurchase all of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds by the Trustee cash (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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds if deposited on such Business Day) and/or Limited Voting Shares, if permitted hereunder, sufficient to pay the account aggregate Repurchase Price of all the Depositary Notes or its nomineeportions thereof which are to be repurchased on such Repurchase Date. The Trustee shallIf the Paying Agent holds, promptly after such payment and upon written demand by in accordance with the Companyterms hereof, return to the Company any funds in excess of the Repurchase Price. (b) If by at 10:00 a.m. a.m., New York City time, on the Business Day immediately following the applicable Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money cash and/or Limited Voting Shares, if permitted hereunder, sufficient to make payment on all pay the Repurchase Price of any Notes or portions thereof that are for which a Repurchase Notice has been tendered and not withdrawn pursuant to be purchased on Section 6.03, then, immediately after such Repurchase Date, then, with respect to Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (i) such Notes shall will cease to be outstanding and interest shall cease to accrue on such Notes on such Repurchase Date (will cease to accrue, whether or not book-entry transfer of the such Notes has been made or the Notes have been are delivered to the Trustee or Paying Agent); , and (ii) all other the rights of the Holders of such Notes will in respect thereof shall terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price and (y) if upon delivery of such Notes). Promptly after the later of the Repurchase Date falls after and the delivery of a Regular properly completed Repurchase Notice and any Notes required to accompany that Repurchase Notice, the Company shall deliver to each Holder entitled to receive Limited Voting Shares through the Paying Agent, cash and, to the extent any portion of the Repurchase Price is to be satisfied with Limited Voting Shares, a certificate (other than in the case of Holders of Notes in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary customary practices) for the number of full Limited Voting 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 Limited Voting Shares is registered shall be treated as a holder of record of Limited Voting Shares on the Repurchase Date. No payment or adjustment will be made for dividends on the Limited Voting Shares the Record Date but for which occurred on or prior to the related Interest Payment Repurchase Date, . The Company shall not be required to deliver certificates for Limited Voting Shares while the right of stock transfer books for such stock or the Holder on such Regular Record Date to receive the accrued and unpaid interest toSecurity Register are duly closed for any purpose, but not including, certificates for Limited Voting Shares shall be issued and delivered as soon as practicable after the Repurchase Date). (c) Upon surrender opening of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04such books or Security Register.

Deposit of Repurchase Price. Prior to 10:00 a.m. (alocal time in The City of New York) The on the Repurchase Date, subject to extension to comply with applicable law, the Company shall deposit with the Trustee (or other with the 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 4.04herein) on or prior to 10:00 a.m., New York City time, on the Repurchase Date an amount of money sufficient to repurchase all of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds 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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds if deposited on such Business Day) sufficient 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 pay the Repurchase Price. (b) If by 10:00 a.m. New York City time, on the Repurchase Date, 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 are to be purchased on such as of the Repurchase Date. The Company shall promptly notify the Trustee in writing of the amount of any deposits of cash made pursuant to this Section 5.04. If the Paying Agent holds cash sufficient to pay the Repurchase Price of any Security for which a Repurchase Notice has been tendered and not withdrawn in accordance with this Indenture as of the Business Day following the Repurchase Date, thenthen effective on the Repurchase Date, with respect to Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (ia) such Notes Security shall cease to be outstanding and interest shall interest, including Additional Interest, if any, will cease to accrue on such Notes on such Repurchase Date thereon (whether or not book-entry transfer of the Notes has been such Security is made or the Notes have been such Security is delivered to the Trustee or Paying Agent); ) and (iib) all other rights of the Holders of such Notes Holder in respect thereof will terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price and (y) previously accrued and unpaid interest, including Additional Interest, if the Repurchase Date falls after a Regular Record Date but any, upon delivery or book-entry transfer of such Security, or interest payable on or prior to the related Interest Payment Date, if the right of Repurchase Date occurs between the Holder on such Regular Record Date to receive the accrued and unpaid interest tosuch Interest Payment Date, but not including, the Repurchase Dateas applicable). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04.

Deposit of Repurchase Price. (a) The Prior to 11:00 a.m., New York City time, on the business day immediately following the applicable Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, (or if the Company or a subsidiary of the Company 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 4.042.4) an amount of cash (in immediately available funds if deposited on such business day) and/or shares of Common Stock, if permitted hereunder, sufficient to pay the aggregate Repurchase Price of all the Convertible Notes or prior portions thereof which are to 10:00 be repurchased as of such Repurchase Date. If the Paying Agent holds, in accordance with the terms hereof, at 11:00 a.m., New York City time, on the Repurchase Date an amount of money sufficient to repurchase all of business day immediately following the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds 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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the 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 Repurchase Price. (b) If by 10:00 a.m. New York City time, on the applicable Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money Cash and/or shares of Common Stock, if permitted hereunder, sufficient to make payment on all pay the Repurchase Price of any Convertible Notes or portions thereof that are for which a Repurchase Notice has been tendered and not withdrawn pursuant to be purchased on Section 4.5, then, immediately after such Repurchase Date, then, with respect to such Convertible Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (i) such Notes shall will cease to be outstanding and interest shall (including Contingent Interest, if any) and Liquidated Damages, if any, on such Convertible Notes will cease to accrue on such Notes on such Repurchase Date (accrue, whether or not book-entry transfer of the such Convertible Notes has been made or the Notes have been are delivered to the Trustee or Paying Agent); , and (ii) all other the rights of the Holders of such Notes will holders in respect thereof shall terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price upon delivery of such Convertible Notes). As soon as practicable on and (y) if the Repurchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the accrued and unpaid interest to, but not including, the Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to each holder entitled to receive shares of Common Stock through the Holder Paying Agent, a new Note certificate (other than in an authorized denomination equal the case of holders of Convertible Notes in principal amount book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary's customary practices) for the number of full shares of Common Stock 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 Common Stock is registered shall be treated as a holder of record of shares of Common Stock on the Repurchase Date. No payment or adjustment will be made for dividends on the shares of Common Stock the record date for which occurred prior to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04Repurchase Date.

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 4.042.4) on or prior to 10:00 a.m., New York City time, on the Repurchase Date an amount of money or a number of shares of Common Stock, as provided herein, sufficient to repurchase all pay the aggregate Repurchase Price of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds 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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the 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 Repurchase Price. (b) If by 10:00 a.m. New York City time, on the Repurchase Date, 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 purchased repurchased as of such Repurchase Date or, if shares of Common Stock are to be paid, as promptly as practicable after the Repurchase Date. The manner in which the deposit required by this Section 3.11 is made by the Company shall be at the option of the Company; PROVIDED that such deposit shall be made in a manner such that the Trustee or the Paying Agent shall have 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. (Boston 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 as of 5:00 p.m. (Boston time) on the Business Day prior to the Repurchase Date, then, with respect to Notes that have been properly surrendered for repurchase on and have not been validly withdrawn: (i) after the Repurchase Date, such Notes shall Note will cease to be outstanding and interest shall on such Note will cease to accrue on such Notes on such Repurchase Date (and will be deemed paid, whether or not book-entry transfer of the Notes has been made or the Notes have been such Note is delivered to the Trustee or Paying Agent); , and (ii) all other rights of the Holders of such Notes will Holder in respect thereof shall terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price and (y) if 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 falls after and the Person or 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 Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a Regular Record Date but date when the stock transfer books of 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 related Interest Payment 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 shares of Common Stock, the right 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 Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share which is determined by multiplying the current market price of a full share by the applicable fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price of the Common 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 on 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 Regular Record Date issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to receive the accrued and unpaid interest to, but not including, the Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver amount of any such tax or duty or has established, to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion satisfaction of the Note surrenderedCompany, without payment of any service charge. Section 16.04that such tax or duty has been paid.

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 4.04) on or prior Prior to 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date or the Specified Repurchase Date, as applicable, the Company shall deposit with the Paying Agent (or, if the Company 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) an amount of money sufficient to repurchase all of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds 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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds if deposited on such Business Day) sufficient to pay the account of Fundamental Change Repurchase Price or 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 Specified Date Repurchase Price. (b) If by 10:00 a.m. New York City time, on the Repurchase Dateas applicable, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on of all the Notes or portions thereof that are to be purchased on such as of the Fundamental Change Repurchase Date or the Specified Repurchase Date, thenas 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 respect to Notes that have been properly surrendered for repurchase and have not been validly withdrawn: 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 such Specified Repurchase Date, as applicable, (ia) such Notes shall will cease to be outstanding Outstanding and interest shall will cease to accrue on such Notes on such Repurchase Date 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 (iib) all other rights of the Holders of such Notes in respect thereof will terminate on the Repurchase Date (other than (x) the right to receive the Fundamental Change Repurchase Price or the Specified Date Repurchase Price, as applicable, and (y) if the Repurchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the any previously accrued and unpaid interest to, but not including, the Repurchase Dateon such Notes upon delivery or book-entry transfer of such Notes). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04.

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 4.04) on or prior Prior to 10:00 a.m., New York City time, on the applicable Repurchase Date Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of money sufficient to repurchase all of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds by the Trustee cash (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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds if deposited on such Business Day) and/or Ordinary Shares, if permitted hereunder, sufficient to pay the account aggregate Repurchase Price of all the Depositary Securities or its nomineeportions thereof which are to be repurchased as of such Repurchase Date. The Trustee shallIf the Paying Agent holds, promptly after such payment and upon written demand by in accordance with the Companyterms hereof, return to the Company any funds in excess of the Repurchase Price. (b) If by at 10:00 a.m. a.m., New York City time, on the applicable Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money cash and/or Ordinary Shares, if permitted hereunder, sufficient to make payment on all pay the Notes or portions thereof that are Repurchase Price of any Securities for which a Repurchase Notice has been tendered and not withdrawn pursuant to be purchased Section 4.3, then, on such Repurchase Date, then, with respect to Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (i) such Notes shall Securities will cease to be outstanding and interest shall and Additional Amounts, if any, on such Securities will cease to accrue on such Notes on such Repurchase Date (accrue, whether or not book-entry transfer of the Notes has been made or the Notes have been such Securities are delivered to the Trustee or Paying Agent); , and (ii) all other the rights of the Holders of such Notes will in respect thereof shall terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price upon delivery of such Securities). As soon as practicable on and (y) if after the Repurchase Date falls after Date, the Company shall deliver to each Holder entitled to receive Ordinary Shares through the Paying Agent, a Regular Record Date but 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 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 related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the accrued and unpaid interest to, but not including, the Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04.

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 herein) an amount of cash (in immediately available funds if deposited on such Business Day) sufficient to pay the portion of the aggregate Repurchase Price of all the Securities or portions thereof which are to be repurchased on such Repurchase Date that is to be paid in cash as set forth in the relevant notice of Change in Control in accordance with Section 4.04) on or prior to 11.04. If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., a.m. (New York City time, on the Repurchase Date an amount of money sufficient to repurchase all of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds 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 following the applicable Repurchase Date) will be made on , cash sufficient to pay the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the 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 portion of the Repurchase Price. (b) If by 10:00 a.m. New York City time, on the Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof Price that are is to be purchased on paid in cash of any Securities for which a Repurchase Notice has been tendered and not withdrawn pursuant to Section 11.05, then, immediately after such Repurchase Date, then, with respect to Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (i) such Notes shall Securities will cease to be outstanding 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 (ii) all other rights of the Holders of such Notes will in respect thereof shall terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price upon delivery of such Securities). As soon as practicable on and after the Change of Control Repurchase Date, the Company shall deliver to each Holder entitled to receive shares of Applicable Stock, a certificate (yother than in the case of Holders of Securities in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary customary practices) if for the number of full shares of Applicable Stock issuable in payment of the Change of Control Repurchase Date falls after 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 Regular Record Date but 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 related Interest Payment Date, the right Change of the Holder on such Regular Record Date to receive the accrued and unpaid interest to, but not including, the Control Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04.

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 4.042.4) on or prior to 10:00 a.m., New York City time, on the Repurchase Date an amount of money or a number of shares of Common Stock, as provided herein, sufficient to repurchase all pay the aggregate Repurchase Price of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds 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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the 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 Repurchase Price. (b) If by 10:00 a.m. New York City time, on the Repurchase Date, 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 purchased repurchased as of such Repurchase Date or, if shares of Common Stock are to be paid, as promptly as practicable after the Repurchase Date. The manner in which the deposit required by this Section 3.11 is made by the Company shall be at the option of the Company; PROVIDED that such deposit shall be made in a manner such that the Trustee or the Paying Agent shall have 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, with respect to Notes that have been properly surrendered for repurchase on and have not been validly withdrawn: (i) after the Repurchase Date, such Notes shall Note will cease to be outstanding and interest shall on such Note will cease to accrue on such Notes on such Repurchase Date (and will be deemed paid, whether or not book-entry transfer of the Notes has been made or the Notes have been such Note is delivered to the Trustee or Paying Agent); , and (ii) all other rights of the Holders of such Notes will Holder in respect thereof shall terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price and (y) if 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 falls after and the Person or 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 Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a Regular Record Date but date when the stock transfer books of 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 related Interest Payment 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 shares of Common Stock, the right 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 Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a 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 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 Common 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 on 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 Regular Record Date issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to receive the accrued and unpaid interest to, but not including, the Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver amount of any such tax or duty or has established, to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion satisfaction of the Note surrenderedCompany, without payment of any service charge. Section 16.04that such tax or duty has been paid.

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 4.046.04) on or prior to 10:00 a.m., New York City time, on the Repurchase Date an amount of money sufficient to repurchase all of the Notes to be purchased at the appropriate Repurchase Price. Subject to receipt of funds by the Trustee cash (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 Repurchase Date) will be made on the later of (i) the Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 16.02) 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 16.02, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to if deposited on the account of the Depositary Fundamental Change Repurchase Date 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 Repurchase Price. (b) If by 10:00 a.m. New York City time, on the Repurchase Date, as the Trustee (or other Paying Agent appointed by the Company) holds money case may be), sufficient to make payment on pay the aggregate repurchase price of all the Notes or portions thereof that are to be purchased on such repurchased for cash as of the Fundamental Change Repurchase Date or 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 Notes that have been properly surrendered for repurchase and have not been validly withdrawn: (i) on the Fundamental Change Repurchase Date or the Repurchase Date, as the case may be, such Notes shall will cease to be outstanding and outstanding, interest shall will cease to accrue on and all other rights of the holders of such Notes on such Repurchase Date (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 (ii) all other rights of the Holders of such Notes will terminate on the Repurchase Date (other than (x) the right to receive the Repurchase Price and (y) if the Repurchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive the accrued and unpaid interest to, but not including, the Repurchase Date). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 16.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge. Section 16.04.