Common use of Repurchase at Option of Holders Upon a Fundamental Change Clause in Contracts

Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder's option, to require the Company to repurchase for cash all of such Holder's Notes, or any portion thereof that is equal to $1,000 or a multiple of $1,000, on the date (the "Fundamental Change Repurchase Date") specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the close of business on such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. The Fundamental Change Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date of this Indenture. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the "“Fundamental Change Repurchase Notice"”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's ’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.79

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a any integral multiple of $1,0001.00 in excess thereof, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereofCapitalized Principal Amount of such Notes, in each case, plus any accrued and unpaid interest thereon that has not been paid or capitalized to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay in cash at the Cash Interest Rate the full amount of accrued and unpaid interest that has not been paid or capitalized (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record DateDate (notwithstanding any prior election (or deemed election) by the Company to pay such interest pursuant to the Capitalization Method), and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount Capitalized Principal Amount of such Notes to be repurchased pursuant to this Article 15. Repurchases of Any Notes under this Section 15.02 so repurchased by the Company shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") paid for in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price thereforcash. The Fundamental Change Repurchase Notice Date shall be subject to postponement in respect of any Notes order to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by allow the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising applicable law as a result thereof. In the case of Physical Notes, changes to such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; law occurring after the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof that is equal to $US$1,000 or a an integral multiple of $US$1,000, on the date Business Day (the "“Fundamental Change Repurchase Date"”) specified notified in writing by the Company to the Holders, the Trustee, the Paying Agent or other agent appointed for such purpose as set forth in Section 15.02(c) that is not less than 20 calendar days Business Days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice at a repurchase price Repurchase Price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest Special Interest thereon to, but excludingnot including, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Special Interest Record Date but on or prior to the Special Interest Payment Date to which such Regular Special Interest Record Date relates, in which case the Company shall instead pay on, or at its election, before the Special Interest Payment Date the full amount of accrued and unpaid interest Special Interest, if any, to Holders of record as of the close of business on such Regular Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be madeThe Trustee, at the option of the Holder thereofConversion Agent, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 or any other agent appointed for such purpose shall have no responsibility to the Form of Note attached hereto as Exhibit Adetermine, if the Notes are Physical Notes, calculate or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding verify the Fundamental Change Repurchase Date; and delivery of Price. The Trustee, the NotesConversion Agent, if the Notes are Physical Notes, to the Paying Agent at or any time after delivery of the other agent appointed for such purpose shall not be required to take any steps to ascertain whether a Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition any event which could lead to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental ChangeChange has occurred and shall not be liable to any person for any failure to do so. ​ Notwithstanding the foregoing, the Company shall provide not be required to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notesrepurchase, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant or to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicablemake an offer to repurchase, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and (i) a third party makes such acceleration has not been rescinded, on or prior to such date (except an offer in the case of an acceleration resulting from a Default by same manner, at the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes same time and otherwise in compliance with the procedures requirements for an offer made by the Company as set forth above and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above and (ii) an owner of a beneficial interest in any Note repurchased by such third party will not receive a lesser amount (as a result of taxes, additional expenses or for any other reason) than such owner would have received had the Depositary shall be deemed to have been cancelled, and, upon Company repurchased such return or cancellation, Note as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.set forth above. ​ 100 ​ ​

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, then each Holder Noteholder shall have the right, at such Holder's holder’s option, to require the Company to repurchase for cash all of such Holder's Notes, holder’s Notes or any portion thereof that is equal to $1,000 or a multiple of $1,0001,000 principal amount, for cash on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or twenty (20) Business Days and not more than 35 calendar days following thirty five (35) Business Days after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest interest, including unpaid Additional Interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the . If such Fundamental Change Repurchase Date falls after a Regular Record Date but record date for the payment of interest or Additional Interest and on or prior to the corresponding Interest Payment Date to which such Regular Record Date relatesDate, in which case the Company shall instead pay the full amount of accrued and unpaid interest interest, including accrued and unpaid Additional Interest, if any, payable on such Interest Payment Date to Holders the holder of record as on the close of such Regular Record Datebusiness on the corresponding record date. Notwithstanding the foregoing, and a Noteholder shall not have the right to require the Company to repurchase its Notes upon a Fundamental Change set forth in clause (ii) of the definition thereof where the consideration (excluding cash payments for fractional shares) in the transaction or event constituting the Fundamental Change Repurchase Price shall consists solely of securities that are traded on a national securities exchange or quoted on the Nasdaq National Market or will be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15so traded or quoted when issued in connection with such Fundamental Change. Repurchases of Notes under this Section 15.02 16.02 shall be made, at the option of the Holder holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal amount at maturity thereof properly surrendered and not validly withdrawn pursuant to Section 14.03 that is equal to $1,000 or a an integral multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days twenty (20) Business Days or more than 35 calendar days thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100103.0% of the principal amount Accreted Principal Amount thereof, plus accrued and unpaid interest thereon tointerest, but excluding, the Fundamental Change Repurchase Date if any (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100103.0% of the principal amount Accreted Principal Amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor14. The Fundamental Change Repurchase Notice Date shall be subject to postponement in respect of any Notes order to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by allow the Company pursuant to comply with applicable law. If the applicable provisions Effective Date of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the a Make-Whole Fundamental Change Repurchase Notice must comply occurs on or after October 27, 2025, and a Holder elects to convert its Notes in connection with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Make-Whole Fundamental Change, the Company shall provide pay such Holder, in addition to all Holders delivering the relevant number of Notes and Ordinary Shares pursuant to such conversion, an amount equal to the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of interest that would have been payable from the Fundamental Change Repurchase Date to the Maturity Date had the Notes not been so converted. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the repurchase right at Make-Whole Fundamental Change up to, and including, the option of Business Day immediately prior to the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail related Fundamental Change Repurchase Date (or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each a Make-Whole Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which would have been a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if but for the Holder withdraws the Fundamental Change Repurchase Notice proviso in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure clause (b) of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written requestdefinition thereof, the Trustee shall give such notice in thirty-fifth (35th) Trading Day immediately following the Company's name and at the Company's expense; provided, however, that, in all cases, the text Effective Date of such Make-Whole Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such NotesChange). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02(Withdrawal of Fundamental Change Repurchase Notice) that is equal to $1,000 or a multiple in denominations of $1,000US$1.00 principal amount and integral multiples of US$1.00 in excess thereof, on the date Business Day (the "“Fundamental Change Repurchase Date"”) specified notified in writing by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 calendar days Business Days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding through the Fundamental Change Repurchase Date; , plus the Make-Whole Amount and delivery (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Rate multiplied by the average of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery Last Reported Sale Prices of the Fundamental Change Repurchase Notice ADSs over the ten (together with all necessary endorsements for transfer10) at the Corporate Trust Office of the Paying AgentTrading Day period beginning, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notesand including, the certificate numbers of Trading Day immediately following the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by date the Company pursuant to delivers the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant have no responsibility to this Article 15; determine the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof that is equal to a minimum of $1,000 principal amount or a multiple of $1,0001,000 in excess thereof, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of any accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the "“Fundamental Change Repurchase Notice"”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's ’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.77

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, then each Holder Noteholder shall have the right, at such Holder's holder’s option, to require the Company to repurchase for cash all of such Holder's Notes, holder’s Notes or any portion thereof that is equal to $1,000 or a multiple of $1,0001,000 principal amount, for cash on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or twenty (20) Business Days and not more than 35 calendar days following thirty-five (35) Business Days after the date of the Fundamental Change Company Repurchase Right Notice (as hereinafter defined) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest (including Additional Interest, if any) thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), unless the Fundamental Change Repurchase Date falls after is between a Regular Record Date but on or prior to regular record date and the corresponding Interest Payment Date to which such Regular Record Date it relates, in which case case, the Company shall instead will pay the full amount of accrued and unpaid interest (including Additional Interest, if any) payable on such Interest Payment Date to Holders the Noteholders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding corresponding regular record date) (the “Fundamental Change Repurchase Date; and delivery of the Notes, if the Price”). Any Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased purchased by the Company pursuant to the applicable provisions shall be paid in cash. A transaction or transactions described in clauses (1), (2), (3) or (4) of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the definition of “Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 Change” shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of not constitute a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") however, if at least 90% of the occurrence consideration paid for Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with such transaction or transactions consists of the Fundamental Change shares of Common Stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted immediately following issuance or exchange in connection with such transaction or transactions and of the repurchase right at the option of the Holders arising as a result thereofof such transaction or transactions the Notes become convertible into the Reference Property for the Notes subject to Article 13. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoingaddition, no Notes may be repurchased by the Company on any date at the option of the Holders upon holders on a Fundamental Change Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date the Fundamental Change Repurchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to Repurchases of Notes under this Section 14.01 shall be made, at the respective Holders thereof any Physical Notes held by it during the acceleration option of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes)holder thereof, or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.upon:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days twenty (20) Business Days or more than 35 calendar days thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, plus any remaining amounts that would be owed to, but excluding, the Fundamental Change Repurchase Maturity Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, subject to postponement in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant order to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require allow the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price comply with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawnapplicable law.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, then each Holder Noteholder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's Notes, ’s Notes or any portion thereof that is equal to $1,000 or a multiple of $1,0001,000 principal amount, for cash on or after the Close of Business on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 twenty (20) calendar days or and not more than 35 thirty-five (35) calendar days following after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest thereon (including Additional Interest and Filing Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date plus, if the Fundamental Change constitutes a Non-Stock Change of Control and without duplication of the foregoing amounts, an amount in cash, referred to as the “Cash Acquisition Interest Make-Whole Amount”, equal to the present value of all remaining interest payments on such Notes through and including the Maturity Date (collectively, the "“Fundamental Change Repurchase Price"”). The present value of the remaining interest payments will be computed using a discount rate equal to 6.25%. In lieu of paying the Cash Acquisition Interest Make-Whole Amount in cash, unless to the extent permitted by applicable Commission interpretations and guidance as determined by the Company, the Company may deliver a number of shares equal to the Cash Acquisition Interest Make-Whole Amount divided by the Stock Price. Notwithstanding the foregoing, if the Fundamental Change Repurchase Date falls is after a Regular Record Date but and on or prior to the corresponding Interest Payment Date to which such Regular Record Date relatesDate, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date(including Additional Interest and Filing Additional Interest, and if any) will be paid on the Fundamental Change Repurchase Price shall be equal Date to 100% the Holder of record on the principal amount of Notes to be repurchased pursuant to this Article 15Record Date. Repurchases of Notes under this Section 15.02 11.01 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal amount thereof that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000in excess thereof, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days Business Days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor15.02. The Fundamental Change Repurchase Notice Date shall be subject to postponement, without penalty to the Company, in respect order to allow the Company to comply with applicable law as a result of any Notes changes to be repurchased shall state: in such applicable law occurring after the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary proceduresRestatement Date. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee Representative and the Paying Agent (in the case of a Paying Agent other than the TrusteeCompany) a notice (the "“Fundamental Change Company Notice"”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such Such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositarymail. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, then each Holder Noteholder shall have the right, at such Holder's holder’s option, to require the Company to repurchase for cash all of such Holder's Notes, holder’s Notes or any portion thereof that is equal to $1,000 or a multiple of $1,0001,000 principal amount, for cash on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or twenty (20) Business Days and not more than 35 calendar days following thirty-five (35) Business Days after the date of the Fundamental Change Company Repurchase Right Notice (as hereinafter defined) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest (including Additional Interest, if any) thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), unless the Fundamental Change Repurchase Date falls after is between a Regular Record Date but on or prior to regular record date and the corresponding Interest Payment Date to which such Regular Record Date it relates, in which case case, the Company shall instead will pay the full amount of accrued and unpaid interest (including Additional Interest, if any) payable on such Interest Payment Date to Holders the Noteholders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding corresponding regular record date) (the “Fundamental Change Repurchase Date; and delivery of the Notes, if the Price”). Any Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased purchased by the Company pursuant to the applicable provisions shall be paid in cash. A transaction or transactions described in clauses (1), (2), (3) or (4) of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the definition of “Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 Change” shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of not constitute a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") however, if at least 90% of the occurrence consideration paid for Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with such transaction or transactions consists of the Fundamental Change shares of Common Stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted immediately following issuance or exchange in connection with such transaction or transactions and of the repurchase right at the option of the Holders arising as a result thereofof such transaction or transactions the Notes become convertible into the Reference Property for the Notes subject to Article 13. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoingaddition, no Notes may be repurchased by the Company on any date at the option of the Holders upon holders on a Fundamental Change Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date the Fundamental Change Repurchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days Business Days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (“Accrued Interest”) plus all unpaid interest from the "Fundamental Change Repurchase Date to, but excluding, the Maturity Date (the “Make-Whole Interest Payment”) (together, the “Fundamental Change Repurchase Price"), ”) unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest the Accrued Interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased plus the Make- Whole Interest Payment pursuant to this Article 15. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the "“Fundamental Change Repurchase Notice"”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's ’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal thereof that is equal to $1,000 or a an integral multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 1515 [Repurchase of Notes at Option of Holders]. (b) Repurchases of Notes under this Section 15.02 [Repurchase at Option of Holders Upon a Fundamental Change] shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the "“Fundamental Change Repurchase Notice"”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's ’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case case, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (iii) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (iv) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a an integral multiple thereof; and (v) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.74

Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.02(Withdrawal of Fundamental Change Repurchase Notice) that is equal to $1,000 or a multiple in denominations of $1,000US$1.00 principal amount and integral multiples of US$1.00 in excess thereof, on the date Business Day (the "“Fundamental Change Repurchase Date"”) specified notified in writing by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 calendar days Business Days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding through the Fundamental Change Repurchase Date; , plus the Make-Whole Amount and delivery (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price multiplied by the average of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery Last Reported Sale Prices of the Fundamental Change Repurchase Notice ADSs over the ten (together with all necessary endorsements for transfer10) at the Corporate Trust Office of the Paying AgentTrading Day period beginning, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notesand including, the certificate numbers of Trading Day immediately following the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by date the Company pursuant to delivers the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, Paying Agent (or any other agent appointed for such purposes) shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant have no responsibility to this Article 15; determine the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof that is equal to $1,000 or a an integral multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice (with such Fundamental Change Repurchase Date being subject to postponement by a number of days by which the Company’s Fundamental Change Repurchase Notice is delivered to Holders beyond the deadline set forth in Section 14.01(c)), at a repurchase price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date), and plus, if the Fundamental Change Repurchase Price shall be constitutes a Make-Whole Fundamental Change and without duplication of the foregoing amounts, an amount in cash (the “Make-Whole Amount”) equal to 100% the present value of all remaining interest payments on the Notes through and including the Maturity Date. The present value of the principal amount remaining interest payments will be computed using a discount rate equal to 2.25%. In lieu of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at paying the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") Make-Whole Amount in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notescash, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt extent permitted by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; applicable Commission interpretations and that the Notes are to be repurchased guidance as determined by the Company pursuant to and by the applicable provisions rules of the Notes and this Indenture; provided, however, that if the Notes are NASDAQ Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental ChangeSelect Market, the Company shall provide to all Holders may deliver a number of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments shares equal to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared Make-Whole Amount divided by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawnStock Price.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal amount at maturity thereof properly surrendered and not validly withdrawn pursuant to Section 14.03 that is equal to $1,000 or a an integral multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days twenty (20) Business Days or more than 35 calendar days thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100103.0% of the principal amount Accreted Principal Amount thereof, plus accrued and unpaid interest thereon tointerest, but excluding, the Fundamental Change Repurchase Date if any (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100103.0% of the principal amount Accreted Principal Amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor14. The Fundamental Change Repurchase Notice Date shall be subject to postponement in respect of any Notes order to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by allow the Company pursuant to comply with applicable law. If the applicable provisions Effective Date of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the a Make-Whole Fundamental Change Repurchase Notice must comply occurs on or after [●], 2025, and a Holder elects to convert its Notes in connection with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Make-Whole Fundamental Change, the Company shall provide pay such Holder, in addition to all Holders delivering the relevant number of Notes and Ordinary Shares pursuant to such conversion, an amount equal to the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of interest that would have been payable from the Fundamental Change Repurchase Date to the Maturity Date had the Notes not been so converted. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the repurchase right at Make-Whole Fundamental Change up to, and including, the option of Business Day immediately prior to the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail related Fundamental Change Repurchase Date (or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each a Make-Whole Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which would have been a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if but for the Holder withdraws the Fundamental Change Repurchase Notice proviso in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure clause (b) of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written requestdefinition thereof, the Trustee shall give such notice in thirty-fifth (35th) Trading Day immediately following the Company's name and at the Company's expense; provided, however, that, in all cases, the text Effective Date of such Make-Whole Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such NotesChange). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice (provided that the Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date hereof) at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. (b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.73

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, then each Holder Noteholder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's Notes, ’s Notes or any portion thereof that is equal to $1,000 or a multiple of $1,0001,000 principal amount, for cash on or after the Close of Business on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 twenty (20) calendar days or and not more than 35 thirty-five (35) calendar days following after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest thereon (including Filing Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date (collectively, the "“Fundamental Change Repurchase Price"”). Notwithstanding the foregoing, unless if the Fundamental Change Repurchase Date falls is after a Regular Record Date but and on or prior to the corresponding Interest Payment Date to which such Regular Record Date relatesDate, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date(including Filing Additional Interest, and if any) will be paid on the Fundamental Change Repurchase Price shall be equal Date to 100% the Holder of record on the principal amount of Notes to be repurchased pursuant to this Article 15Record Date. Repurchases of Notes under this Section 15.02 11.02 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the "“Fundamental Change Repurchase Notice"”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the reverse of the Note at any time prior the Close of Business Day immediately preceding on the Fundamental Change Repurchase Date; and (ii) delivery or book-entry transfer of the Notes, if the Notes are Physical Notes, to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transferendorsements) at the Corporate Trust Office of the Trustee (or other Paying AgentAgent appointed by the Company) in the Borough of Manhattan, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 11.02 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes(A) if certificated, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this the Indenture; and (D) if such Fundamental Change Repurchase Notice is delivered prior to the occurrence of a Fundamental Change pursuant to a definitive agreement giving rise to a Fundamental Change, that the Holder acknowledges that the Company’s offer is conditioned on the occurrence of such Fundamental Change. provided, however, that if the Notes are Global Notesnot in certificated form, the Fundamental Change Repurchase Notice must comply with appropriate Depositary proceduresApplicable Procedures. Notwithstanding anything herein Any repurchase by the Company contemplated pursuant to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by provisions of this Section 15.02 11.02 shall have be consummated by the right delivery of the consideration to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to be received by the close Holder promptly following the later of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by and the time of the book-entry transfer or delivery of a written notice of withdrawal to the Note. The Trustee (or other Paying Agent in accordance with Section 15.03. The Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereofthereof in accordance with the provisions of Section 11.02(c). Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered. (b) On or before the 20th fifth (5th) calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of record of the Notes as of the date of the Fundamental Change Company Notice at their addresses shown in the Note Register (and to beneficial owners to the extent required by applicable law) and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the "“Fundamental Change Company Notice"”) of the occurrence of the such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice Such mailing shall be by first class mail ormail. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein once in a newspaper of general circulation in The City of New York or publish such information on the case of Global Notes, Company’s website or through such notice shall be delivered in accordance with other public medium as the applicable procedures of the DepositaryCompany may use at such time. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) that the last date on which a Holder may must exercise the repurchase right pursuant prior to this Article 15the Close of Business on the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, (vii) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this the Indenture; and (ix) the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.0211.02. At (c) A Fundamental Change Repurchase Notice may be withdrawn by delivering a written notice of withdrawal to the Company's written request, Paying Agent in accordance with the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by at any time prior to the Company. Notwithstanding Close of Business on the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if Repurchase Date, specifying: (i) the principal amount of the Notes has been acceleratedwith respect to which such notice of withdrawal is being submitted; (ii) the principal amount, and if any, of such acceleration has not been rescinded, on or prior Notes that remains subject to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the original Fundamental Change Repurchase Price Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and (iii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes; provided, however, that if the Notes are not in certificated form, the notice must comply with respect to such Notes)Applicable Procedures. The Paying Agent will promptly return to the respective Holders thereof any Physical certificated Notes held with respect to which a Fundamental Change Repurchase Notice has been withdrawn in compliance with the provisions of this Section 11.02(c). If the Notes are not in certificated form, such return must comply with the appropriate procedures of the Depositary. If a Fundamental Change Repurchase Notice is given and then subsequently withdrawn in accordance with this Section 11.02(c), then the Company shall not be obligated to repurchase any Notes listed in such Fundamental Change Repurchase Notice. (d) On or prior to 1:00 p.m. (local time in The City of New York) on the Business Day following the Fundamental Change Repurchase Date, the Company will deposit with the Trustee (or other Paying Agent appointed by it during the acceleration Company) or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust in accordance with the Indenture an amount of money or securities sufficient to repurchase as of the Fundamental Change Repurchase Date all of the Notes to be repurchased as of such date at the Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (except in the case of an acceleration resulting from a Default or other Paying Agent appointed by the Company in and subject to extension if necessary to comply with the provisions of the Investment Company Act of 1940), payment for Notes surrendered for repurchase (and not withdrawn) prior to the Close of Business on the Fundamental Change Repurchase Date will be made promptly after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions to the payment of the Fundamental Change Repurchase Price with respect in this Section 11.02), and (y) 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 this Section 11.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register (in the case of certificated Notes) by wire transfer of immediately available funds to the account of the Depositary or its nominee (if the Notes are not in certificated form). The Trustee shall, promptly after such payment return to the Company any funds in excess of the Fundamental Change Repurchase Price. (e) If the Trustee (or other Paying Agent appointed by the Company) holds money or securities sufficient to repurchase as of the Fundamental Change Repurchase Date all the Notes or portions thereof that are to be repurchased as of the Business Day following the Fundamental Change Repurchase Date, then on and after the Fundamental Change Repurchase Date (i) such Notes will cease to be Outstanding, (ii) interest (including Filing Additional Interest, if any) will cease to accrue on such Notes), whether or any instructions for not book-entry transfer of the Notes in compliance with has been made or the procedures of the Depositary shall be deemed to Notes have been cancelled, and, upon such return delivered to the Trustee or cancellationPaying Agent, as the case may be, and (iii) all other rights of the Holders of such Notes will terminate other than the right to receive the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.Price upon delivery or transfer of such Notes. Section 11.03

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion thereof that is equal to $1,000 or a multiple of $1,000, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the Fundamental Change Repurchase Price (as defined below) of such Notes to be repurchased pursuant to this Article 15. As used herein, the “Fundamental Change Repurchase Price” of a Note shall mean (i) prior to February 2, 2024, 100% of the principal amount thereofof such Note and (ii) on or after February 2, 2024, (x) if the Fundamental Change Repurchase Date falls on a Designated Repurchase Date, the Designated Repurchase Price applicable to such Designated Repurchase Date, or (y) if the Fundamental Change Repurchase Date falls between two Designated Repurchase Dates, a price equal to the percentage of the principal amount of such Note determined by a straight-line interpolation between the Designated Repurchase Price applicable to the earlier and later of such Designated Repurchase Dates, based on a 365-day year; provided, for purposes of this Section 15.02, the Designated Repurchase Price on February 2, 2024 is 100% of the principal amount, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price")Date; provided that, unless if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.”

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder shall have the right, at such Holder's ’s option, to require the Company to repurchase for cash all of such Holder's ’s Notes, or any portion of the principal amount thereof that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000in excess thereof, on the date (the "“Fundamental Change Repurchase Date"”) specified by the Company that is not less than 20 calendar days Business Days or more than 35 calendar days Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Fundamental Change Repurchase Date (the "“Fundamental Change Repurchase Price"”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor15.02. The Fundamental Change Repurchase Notice Date shall be subject to postponement, without penalty to the Company, in respect order to allow the Company to comply with applicable law as a result of any Notes changes to be repurchased shall state: in such applicable law occurring after the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; the portion of the principal amount of Notes to be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary proceduresRestatement Date. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. (b) On or before the 20th calendar day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee Representative and the Paying Agent (in the case of a Paying Agent other than the TrusteeCompany) a notice (the "“Fundamental Change Company Notice"”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such Such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositarymail. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.;