We will send to each applicable holder notice of the redemption containing certain information
set forth in the indenture, including the redemption price and the redemption date. The redemption date will be a business day of our choosing that is no more than fifty, nor less than thirty, scheduled trading days after the date we send the
related redemption notice.
Notes called for redemption must be delivered to the paying agent (in the case of certificated notes) or
DTCs procedures must be complied with (in the case of global notes) for the holder of those notes to be entitled to receive the redemption price.
If only a portion of a note is subject to redemption and that note is converted in part, then the converted portion of that note will be
deemed to be from the portion of that note that was subject to redemption.
Notwithstanding anything to the contrary above, no notes may
be redeemed on any date if the principal amount of the notes and the initial notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a default by us in
the payment of the applicable redemption price with respect to such notes and the initial notes).
Purchase and Cancellation
We will cause all notes surrendered for payment, redemption, repurchase (including as described below), registration of transfer or exchange or
conversion, if surrendered to any person other than the trustee (including any of our agents, subsidiaries or affiliates), to be delivered to the trustee for cancellation. All notes delivered to the trustee shall be cancelled promptly by the trustee
in accordance with its customary procedures. No notes shall be authenticated in exchange for any notes cancelled as provided in the indenture.
We may, to the extent permitted by law, and directly or indirectly (regardless of whether such notes are surrendered to us), repurchase notes
in the open market or otherwise, whether by us or our subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case without
prior notice to the holders of the notes. We will cause any notes so repurchased (other than notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the trustee for cancellation, and they will no longer be
considered outstanding under the indenture upon their repurchase.
Payments on the Notes; Paying Agent and Registrar; Transfer and Exchange
We will pay or cause the paying agent to pay the principal of, and interest on, notes in global form registered in the name of or held
by DTC or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global note.
We will pay or cause the paying agent to pay the principal of any certificated notes at the office or agency designated by us for that
purpose. We have initially designated the trustee as our paying agent and registrar and its corporate trust office in New York, New York, as a place where notes may be presented for payment or for registration of transfer. We may, however, change
the paying agent or registrar without prior notice to the holders of the notes, and we may act as paying agent or registrar. Interest on certificated notes will be payable (i) to holders holding certificated notes having an aggregate principal
amount of $5,000,000 or less, by check mailed to the holders of these notes and (ii) to holders holding certificated notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each holder or, upon written
application by such a holder to the registrar not later than the relevant regular record date, by wire transfer in immediately available funds to that holders account within the United States, which application shall remain in effect until the
holder notifies, in writing, the registrar to the contrary.
A holder of notes may transfer or exchange notes at the office of the
registrar in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate