Common use of Offer to Repurchase Upon Change of Control Clause in Contracts

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl Triggering Event, the Issuer will give send a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givensent, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to $1,000 or an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)herein. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.07 by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “Change of Control Offer”). In ) at an offer price in cash (the “Change of Control Offer, the Issuer will offer a payment in cash Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on and Liquidated Damages, if any, thereon to the Notes repurchased, to, but excluding, the Change date of Control Payment Date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements all applicable laws, including, without limitation, Section 14(e) of Rule 14e-1 under the Exchange Act and any other the rules thereunder and all applicable federal and state securities laws laws, and regulations thereunder will include all instructions and materials necessary to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Controlenable Holders to tender their Notes. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSections 3.09 or 4.15 hereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s 's Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “"Change of Control Offer”). In the Change of Control Offer, the Issuer will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest on and Liquidated Damages, if any, thereon to the Notes repurchased, to, but excluding, the Change date of Control Payment Date repurchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b)Company will, Section 3.07(c) or Section 3.07(e) with respect to all outstanding Noteswill cause the Trustee to, the Issuer will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)that notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such that notice is givenmailed (the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in such that notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control provisions of this IndentureOffer, the Issuer shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.15 Indenture by virtue of such conflictthereof.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control, except as set forth in Section 4.15(d) below, the Company will be required to make an offer (a “Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(cOffer”) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, repurchased to but excluding, not including the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer Company will send a notice to each Holder at such time has given Holder’s registered address or otherwise deliver a notice of redemption under in accordance with Section 3.07(b)3.03 hereof, Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give notice to the Trustee and each Holder describing the transaction or transactions stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Partnership to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Partnership will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Partnership will give a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Partnership will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Partnership will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b3.07(d), Section 3.07(c3.07(e) or Section 3.07(e3.08(b) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s 's Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b3.07(d), Section 3.07(c3.07(e) or Section 3.07(e3.08(b) with respect to all outstanding Notes, the Issuer Company will give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and 200,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase by the Issuer (a “Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within Unless the Issuer has unconditionally exercised its right to redeem all the Notes as described under Section 3.07 or all conditions to such redemption have been satisfied or waived, within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing of the transaction Notes at such Holder’s registered address or transactions otherwise deliver a notice in accordance with the procedures described under Section 3.03 and Section 12.01, stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this the Indenture and described in such notice. The Issuer Such notice shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.also state:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice each holder of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount equal to US$100,000 or €50,000 or an integral multiple of $2,000 and integral multiples of $US$1,000 or €1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to each holder of the Trustee and each Holder describing Notes at such holder’s registered address or otherwise deliver a notice in accordance with the transaction or transactions procedures described under Section 13.01, stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time Company has given exercised its right to redeem all of the Notes pursuant to Section 3.07 hereof by giving notice of such redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notesthe Holders, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof; provided, that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the a “Change of Control Offer”)) on the terms set forth herein. In the Change of Control Offer, the Issuer Company will offer a payment an amount in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to, to (but excluding, not including) the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing stating the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall comply Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.11 by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that Holder’s 's Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “"Change of Control Offer”"). In the Change of Control Offer, the Issuer will Company shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on and Liquidated Damages thereon, if any, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Issuer at such time Company has given notice of redemption under exercised its right to redeem the Notes pursuant to Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes3.07, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in the such notice (the “Change of Control Payment Date”), which date will must be no earlier than 30 days and no nor later than 60 days from the date such notice is givenmailed, other than as required by law (the "Change of Control Payment Date")), pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice Issuers have previously or concurrently exercised their right to redeem all of redemption under the Notes pursuant to Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes3.07 hereof, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (a “Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Company will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Purchase Date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice Issuers have previously or concurrently exercised their right to redeem all of redemption under the Notes pursuant to Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes3.07 hereof, the Issuer Company will give send a notice to each Holder and the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givensent, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest (including special interest, if any) on the Notes repurchasedrepurchased to the date of purchase, to, but excluding, subject to the Change rights of Control Payment Date (Holders of Notes on the “Change of Control Payment”)relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Controlpursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue as a result of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice Company will be required to make an offer (a “Change of redemption under Section 3.07(b), Section 3.07(cControl Offer”) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer of Notes to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)herein. In the Change of Control OfferOffer (subject to the conditions required by applicable law, if any), the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchasedrepurchased to the date of purchase, to, but excluding, subject to the Change rights of Control Payment Date Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the requirements form entitled “Option of Rule Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice of Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14e-1 under the Exchange Act and any the rules thereunder and all other applicable Federal and state securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a pursuant to the Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall comply Company’s compliance with the applicable securities those laws and regulations will not in and shall not be deemed to have breached of itself cause a breach of its obligations under this Section 4.15 by virtue of such conflict4.15.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount equal to US$200,000 or an integral multiple of $2,000 and integral multiples of $US$1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the a Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing of the transaction Notes at such Holder’s registered address or transactions otherwise deliver a notice in accordance with the procedures described under Section 3.03 and Section 13.01, stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, Triggering Event each Holder will have the right to require the Issuer Company to repurchase all or any part (in equal to $1,000 or an integral multiple thereof; provided that no Note of a minimum principal amount of $2,000 and integral multiples of $1,000 or less shall be repurchased in excess thereofpart) of that such Holder’s Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “Change of Control Offer”). In ) at an offer price in cash (the “Change of Control Offer, the Issuer will offer a payment in cash Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on thereon, if any, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date (the “Change of Control Payment”)repurchase. Within 30 days following any a Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl Triggering Event, the Issuer Company will give send a notice to the Trustee and each Holder describing the transaction or transactions that constitute the a Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements Change of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Control Offer may be made up to 60 days prior to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result occurrence of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable Holders to tender their Notes. To the extent that the provisions of any securities such laws or regulations rules conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall comply Company’s compliance with the applicable securities such laws and regulations and rules shall not be deemed to have breached its in and of itself cause a breach of the Company’s obligations under this Section 4.15 by virtue of such conflict4.15.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs(except as set forth in clause (d) of this Section 4.15), unless the Issuer at such time has given notice will be required to make an offer (a “Change of redemption under Section 3.07(b), Section 3.07(cControl Offer”) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, repurchased to but excluding, not including the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing the transaction at such Holder’s registered address or transactions otherwise deliver a notice in accordance with Section 3.03 hereof, stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect shall be required to all outstanding Notes, offer each Holder will have the right to require the Issuer of Notes to repurchase all or any part (in minimum denominations of the lesser of a minimum principal amount Holder’s entire position and $1,000 and any integral multiple of $2,000 and integral multiples of $1,000 1.00 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will shall offer a Change of Control payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, to the date of repurchase on the Notes repurchased, to, but excluding, subject to the Change rights of Control Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”)Date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give shall send a notice to the Trustee and each Holder with a copy to the Trustees describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givensent, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.compliance. On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of Notes will have the right to require the Issuer Company to repurchase purchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s 's Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “"Change of Control Offer”). In ") at a purchase price in cash (the "Change of Control Offer, the Issuer will offer a payment in cash Payment") equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Company shall not be obligated to repurchase Notes repurchased, to, but excluding, pursuant to this covenant in the Change event that it has exercised its rights to redeem all of Control Payment Date (the “Change of Control Payment”)Notes as described in Section 3.07 hereof. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase purchase Notes on the date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the "Change of Control Payment Date"), pursuant to in accordance with the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with any of the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall not will be deemed not to have breached its obligations under this Section 4.15 covenant by virtue of such conflictthereof.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e3.07(c) with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e3.07(c) with respect to all outstanding Notes, the Issuer will give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control, except as set forth in Section 4.15(d) below, the Company will be required to make an offer (a “Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(cOffer”) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, repurchased to but excluding, not including the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer Company will mail a notice to each Holder at such time has given Holder’s registered address or otherwise deliver a notice of redemption under in accordance with Section 3.07(b)3.03 hereof, Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give notice to the Trustee and each Holder describing the transaction or transactions stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s 's Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “"Change of Control Offer”). In the Change of Control Offer, the Issuer will ") at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest on and Liquidated Damages, if any, thereon to the Notes repurchased, to, but excluding, the Change date of Control Payment Date repurchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is givenmailed (the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture Section 3.09 hereof and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of Control provisions of this IndentureOffer, the Issuer shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 described herein by virtue thereof. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such conflictNotes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company will not be required to purchase any Notes until it has complied with the preceding sentence, but failure to comply with the preceding sentence shall constitute an Event of Default. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date in accordance with Section 3.09 hereof. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that Holder’s 's Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will Company shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on and Additional Interest thereon, if any, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in the such notice (the “Change of Control Payment Date”), which date will must be no earlier than 30 days and no nor later than 60 days from the date such notice is givenmailed, other than as required by law (the "Change of Control Payment Date")), pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of Control, the Company shall:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Partnership to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Partnership will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Partnership will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Partnership will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Partnership will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right right, except as provided in Section 4.15(d), to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 10 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notesshall occur, each Holder of Debentures will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to $50 or an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof50) of that Holder’s Notes Debentures pursuant to an a Change of Control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth herein. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date payment (the “Change of Control Payment”) in cash equal to 100% of the aggregate principal amount of Debentures repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee Trustee, the Paying Agent for the Debentures, if other than the Trustee, and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Debentures on the payment date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 3.01 by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of the Senior Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s Senior Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will ) at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest on thereon, if any, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 ten days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Senior Notes on the date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days the earliest date permitted under Rule 14e-1 and no later than 60 days from the date such notice is givenmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictthereof.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time Company has given exercised its right to redeem all of the Notes pursuant to Section 3.07 hereof by giving notice of such redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notesthe Holders, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof; provided, that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the a “Change of Control Offer”)) on the terms set forth herein. In the Change of Control Offer, the Issuer Company will offer a payment an amount in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to, to (but excluding, not including) the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing stating the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.11 by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notesshall occur, each Holder of Debentures will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to $50 or an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof50) of that Holder’s Notes Debentures pursuant to an a Change of Control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth herein. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date payment (the “Change of Control Payment”) in cash equal to 100% of the aggregate principal amount of Debentures repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee Trustee, the Paying Agent for the Debentures, if other than the Trustee, and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Debentures on the payment date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 3.01 by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of €1,000 for Euro Notes and $1,000 for Dollar Notes; provided that Euro Notes of €100,000 or less or Dollar Notes of $200,000 or less may only be redeemed in excess thereofwhole and not in part) of that Holder’s Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased on the date of purchase plus accrued and unpaid interest and all Additional Amounts (if any) then due on the Notes repurchasedrepurchased to the date of purchase, to, but excluding, subject to the Change rights of Control Payment Date (Holders of Notes on the “Change of Control Payment”)relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder of Notes describing the transaction or transactions circumstances and/or facts that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 10 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent Rule 14e-1 and those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Company will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e(d) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to €50,000 or an integral multiple of $2,000 and integral multiples of $€1,000 in excess thereof) of that Holder’s Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e(c) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of the Notes will have the a right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on by the terms set forth in this Indenture Company (the a “Change of Control Offer”)) on the terms described below. In the Change of Control Offer, the Issuer Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on and Additional Interest, if any, thereon for the Notes repurchased, to, but excluding, to the Change date of Control Payment Date (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder of the Notes describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture described below and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notesshall occur, each Holder of Debentures will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to $50 or an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof50) of that Holder’s Notes Debentures pursuant to an a Change of Control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth herein. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date payment (the “Change of Control Payment”) in cash equal to 100% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Debentures on the payment date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 3.01 by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right right, except as provided in Section 4.15(d) below, to require the Issuer Partnership to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Partnership will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Partnership will give a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Partnership will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Partnership will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “Change of Control Offer”). In the Change of Control Offer, the Issuer Company will offer a payment “Change of Control Payment” in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date settlement (the “Change of Control PaymentSettlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give deliver a notice to each Holder and the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date Change of Control Settlement Date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givendelivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturethe indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 the Change of Control provisions of the indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e(d) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and equal to the Minimum Dollar Denomination or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e(c) with respect to all outstanding Notesoutstanding, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Company will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes, unless the Issuer at such time Company has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the exercised its right to require redeem all the Issuer Notes pursuant to Section 3.7 hereof, to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer will Company shall offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control PaymentPayment Date”). Within On or prior to the date that is 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and 200,000 or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing of the transaction Notes at such Holder’s registered address or transactions otherwise deliver a notice in accordance with the procedures described under Section 13.01, stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount equal to $1,000 or an integral multiple of $2,000 and integral multiples of $1,000 1.00 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Issuers shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will Issuers have the exercised their right to require redeem all the Issuer Notes pursuant to Section 3.7 hereof, to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer will Issuers shall offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control PaymentPayment Date”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Issuers shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Issuers shall comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.. On the Change of Control Payment Date, the Issuers shall, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and equal to E1,000 or an integral multiples of $1,000 in excess multiple thereof) of that Holder’s 's Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “"Change of Control Offer”"). In the Change of Control Offer, the Issuer will Company shall offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on and Liquidated Damages thereon, if any, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Issuer at such time Company has given notice of redemption under exercised its right to redeem the Notes pursuant to Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes3.07, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the purchase date specified in the such notice (the “Change of Control Payment Date”), which date will must be no earlier than 30 days and no nor later than 60 days from the date such notice is givenmailed, other than as required by law (the "Change of Control Payment Date")), pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c3.07(d) or Section 3.07(e(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or integral multiples of $1,000 in excess thereof) of that Holder’s Xxxxxx's Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, to the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c3.07(d) or Section 3.07(e(e) with respect to all outstanding Notes, the Issuer Company will give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to $1,000 or an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes 's notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes notes repurchased, to, but excluding, to the Change date of Control Payment Date (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of Senior Discount Notes will have the right to require the Issuer Issuers to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s 's Senior Discount Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “a Change of Control Offer”). In the Change of Control Offer, the Issuer will Offer (as defined below) at an offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased at maturity thereof plus accrued and unpaid interest on and Liquidated Damages thereon, if any, to the date of purchase (or, in the case of repurchases of Senior Discount Notes repurchasedprior to the Full Accretion Date, to, but excludingat a purchase price equal to 101% of the Accreted Value thereof as of the date of purchase) (collectively, the Change of Control Payment Date (the “"Change of Control Payment”"). Within 30 20 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Issuers will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering offer (a "Change of Control Offer") to repurchase Senior Discount Notes on the date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Senior Discount Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b3.07(c), Section 3.07(c(d) or Section 3.07(e(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and equal to the Minimum Dollar Denomination or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b3.07(c), Section 3.07(c(d) or Section 3.07(e(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Partnership to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Partnership will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Partnership will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Partnership will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Partnership will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Issuers to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase (a “Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will Issuers shall offer to purchase the Notes for a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control PaymentPayment Date”), subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 3.09 or this IndentureSection 4.15, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under with Section 3.09 or this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c3.07(d) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c3.07(d) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 14e‑1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(cOffer”) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to at a purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchasedrepurchased to the date of purchase, to, but excluding, subject to the Change rights of Control Payment Date Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.16, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.16 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Issuers to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the such Change of Control Offer, the Issuer Issuers will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, toto the date of purchase, but excluding, subject to the Change rights of Control Payment Date (Holders of Notes on the “Change of Control Payment”)relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Issuers will give mail a notice to the Trustee and each Holder holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 5.15. In the Change of Control Offer, the Issuer Company will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture Section 5.15 and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 5.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 5.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder will have the right to require the Issuer Company to repurchase all or any part (in equal to $1,000 or an integral multiple thereof; provided that no Note of a minimum principal amount of $2,000 and integral multiples of $1,000 or less shall be repurchased in excess thereofpart) of that such Holder’s Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “Change of Control Offer”). In ) at an offer price in cash (the “Change of Control Offer, the Issuer will offer a payment in cash Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on thereon, and duration fees and Additional Interest, if any, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date (the “Change of Control Payment”)repurchase. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements Change of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Control Offer may be made up to 60 days prior to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result occurrence of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable Holders to tender their Notes. To the extent that the provisions of any securities such laws or regulations rules conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall comply Company’s compliance with the applicable securities such laws and regulations and rules shall not be deemed to have breached its in and of itself cause a breach of the Company’s obligations under this Section 4.15 by virtue of such conflict4.15.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e(d) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to €50,000 or an integral multiple of $2,000 and integral multiples of $€1,000 in excess thereof) of that Holder’s Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e(d) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c3.07(d) or Section 3.07(e(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, to the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b), Section 3.07(c3.07(d) or Section 3.07(e(e) with respect to all outstanding Notes, the Issuer Company will give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect shall be required to all outstanding Notes, offer each Holder will have the right to require the Issuer of Notes to repurchase all or any part (in minimum denominations of the lesser of a minimum principal amount Holder's entire position and $1,000 and any integral multiple of $2,000 and integral multiples of $1,000 1.00 in excess thereof) of that Holder’s 's Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “"Change of Control Offer”"). In the Change of Control Offer, the Issuer will shall offer a Change of Control payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, to the date of repurchase on the Notes repurchased, to, but excluding, subject to the Change rights of Control Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”)Date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give shall send a notice to the Trustee and each Holder with a copy to the Trustees describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “"Change of Control Payment Date”"), which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givensent, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.compliance. On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c), Section 3.07(e) or Section 3.07(e) 3.08 with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of $2,000 200,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c), Section 3.07(e) or Section 3.07(e) 3.08 with respect to all outstanding Notes, the Issuer will give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the 62 procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 14e‑1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time Company has given exercised its right to redeem all of the Notes pursuant to Section 3.01 of this First Supplemental Indenture by giving notice of such redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notesthe Holders, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof; provided that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of that Holder’s Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the a “Change of Control Offer”)) on the terms set forth herein. In the Change of Control Offer, the Issuer Company will offer a payment an amount in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, to (but excluding, not including) the Change date of Control Payment Date purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing stating the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall comply Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.05 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount equal to €100,000 or an integral multiple of $2,000 and integral multiples of $€1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing of the transaction Notes at such Holder’s registered address or transactions otherwise deliver a notice in accordance with the procedures described under Section 13.01, stating that constitute the a Change of Control Offer is being made and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Issuers to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase (a “Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the such Change of Control Offer, the Issuer Issuers will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased, toto the date of purchase, but excluding, subject to the Change rights of Control Payment Date (Holders of Notes on the “Change of Control Payment”)relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Issuers will give mail a notice to the Trustee and each Holder holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder will of Notes shall have the right to require the Issuer Company to repurchase purchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s 's Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “"Change of Control Offer”). In ") at a purchase price in cash (the "Change of Control Offer, the Issuer will offer a payment in cash Payment") equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Company shall not be obligated to repurchase Notes repurchased, to, but excluding, pursuant to this covenant in the Change event that it has exercised its rights to redeem all of Control Payment Date (the “Change of Control Payment”)Notes as described in Section 3.07 hereof. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase purchase Notes on the date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the "Change of Control Payment Date"), pursuant to in accordance with the procedures required by this Indenture Section 3.07 hereof and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with any of the Change of Control provisions of this IndentureSection 4.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not will be deemed not to have breached its obligations under this Section 4.15 by virtue of such conflictthereof.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (“Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on the Notes repurchased, to, but excluding, repurchased to the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give send a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givensent, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Issuers to repurchase all or any part (in a minimum principal amount equal to $2,000 or an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof2,000) of that Holder’s Notes pursuant to a pursuant to an offer to purchase described below (a “Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will Issuers shall offer to purchase the Notes for a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to, but excluding, to the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the payment date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 3.09 or this IndentureSection 4.15, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under with Section 3.09 or this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b3.07(d), Section 3.07(c3.07(e) or Section 3.07(e3.08(b) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a change of control offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer Company at such time has given notice of redemption under Section 3.07(b3.07(d), Section 3.07(c3.07(e) or Section 3.07(e3.08(b) with respect to all outstanding Notes, the Issuer Company will give notice to the Trustee and each Holder describing the transaction or 63 transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time Company has given notice exercised its right to redeem all of redemption under the Notes pursuant to Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes3.01 of this Sixth Supplemental Indenture, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase a Change of Control Offer on the terms set forth in this Indenture (the “Change of Control Offer”)herein. In the Change of Control Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, to (but excluding, not including) the Change date of Control Payment Date (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing stating the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture hereby and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenturehereof, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.07 by virtue of such conflict.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount equal to $1,000 or an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof1,000) of that Holder’s 's Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “a Change of Control Offer”). In the Change of Control xx Xxntrol Offer, the Issuer Company will offer a payment Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest to the repurchase date plus accrued and unpaid Liquidated Damages, if any, to the repurchase date, subject to the rights of Holders on the Notes repurchased, to, but excluding, relevant record date to receive interest due on the Change of Control Payment Date (the “Change of Control Payment”)relevant interest payment date. Within 30 ten days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer Company will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes notes on the date specified in the notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice Issuers have previously or concurrently exercised their right to redeem all of redemption under the Notes pursuant to Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes3.07 hereof, each Holder will have the right to require the Issuer Parent to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an a cash tender offer to purchase (a “Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Section 4.15. In the Change of Control Offer, the Issuer Parent will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, repurchased to, but excludingnot including, the Change date of Control Payment Date purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Purchase Date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice Issuers have previously or concurrently exercised their right to redeem all of redemption under the Notes pursuant to Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes3.07 hereof, the Issuer Parent will give send a notice to each Holder and the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on properly tendered prior to the expiration date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givensent, pursuant to the procedures required by this Indenture Section 4.15 and described in such notice. The Issuer shall Parent will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Issuer shall Parent will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding NotesControl, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that such Holder’s 's Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “"Change of Control Offer”). In the Change of Control Offer, the Issuer will ") at an offer a payment price in cash equal to 101100% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest on interest, if any, thereon to the Notes repurchased, to, but excluding, the Change date of Control Payment Date repurchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(cCompany will (or will cause the Trustee to) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Indenture by virtue thereof. On the Change of Control Payment Date, the Company shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.15 4.15, but in any event within 90 days following a Change of Control, the Company shall use commercially reasonable efforts to obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by virtue this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such conflictChange of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursoccurs and is accompanied by a Ratings Event (together, unless the Issuer at such time has given notice a “Change of redemption under Section 3.07(bControl Triggering Event”), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of equal to $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to purchase by the Company (a “Change of Control Offer”) on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the any Change of Control Offer, the Issuer Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, notes repurchased to, but excludingnot including, the Change date of Control Payment Date purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 thirty days following the occurrence of any Change of Control Triggering Event, or, at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, unless the Issuer at such time has given Company will deliver electronically in pdf format or mail a notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) to each Holder with respect to all outstanding Notes, the Issuer will give notice a copy to the Trustee and each Holder or otherwise in accordance with the procedures of the Depositary describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or otherwise delivered (a “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.14, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.14 by virtue of such conflictcompliance. The notice, if sent prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the consummation of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of €1,000 for Euro Notes and $1,000 for Dollar Notes; provided that Euro Notes of €100,000 or less or Dollar Notes of $200,000 or less may only be redeemed in excess thereofwhole and not in part) of that Holder’s Notes pursuant to an the offer to purchase on the terms set forth in this Indenture described below (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased on the date of purchase plus accrued and unpaid interest and all Additional Amounts (if any) then due on the Notes repurchasedrepurchased to the date of purchase, to, but excluding, subject to the Change rights of Control Payment Date (Holders of Notes on the “Change of Control Payment”)relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give mail a notice to the Trustee and each Holder of Notes describing the transaction or transactions circumstances and/or facts that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent Rule 14e-1 and those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflictcompliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder will of First Mortgage Notes shall have the right to require the Issuer Company to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that Holder’s 's First Mortgage Notes pursuant to an offer to purchase (the "Change of Control Offer") on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Issuer will Company shall offer a payment in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of First Mortgage Notes repurchased plus accrued and unpaid interest on (including Liquidated Damages) thereon, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Company shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase First Mortgage Notes on the date specified in the notice (the “Change of Control Payment Date”), Date specified in such notice which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the First Mortgage Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder of Notes will have the right to require the Issuer Stater Bros. to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of equal to $1,000 in excess or an integral multiple thereof) of that Holder’s Xxxxxx's Notes pursuant to an offer to purchase on the terms set forth in this Indenture (the “a Change of Control Offer”). In the Change of Control Offer, the Issuer will Stater Bros. shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on and Liquidated Damages, if any, thereon, to the Notes repurchased, to, but excluding, the Change date of Control Payment Date purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, the Issuer will give Stater Bros. shall mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the such notice (the “"Change of Control Payment Date”"), which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuer Stater Bros. shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.14, the Issuer shall Stater Bros. ------------ will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.15 4.14 by virtue of ------------ such conflict. On the Change of Control Payment Date, Stater Bros. shall, to the extent lawful: (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by Stater Bros. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with any of the provisions of this Section 4.14, ------------ but in any event within 90 days following a Change of Control, Stater Bros. shall either (i) cause each of its Restricted Subsidiaries to obtain the requisite consents, if any, under all agreements governing outstanding Indebtedness of such Restricted Subsidiary to permit the repurchase of Notes required by this Section 4.14 or (ii) if any of such requisite consents cannot ------------ be obtained, cause the applicable Restricted Subsidiary or Restricted Subsidiaries to repay the Indebtedness pursuant to which such consent is required. Stater Bros. shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Stater Bros. shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes validly tendered and not ------------ withdrawn under such Change of Control Offer.