Common use of Repurchase of Notes upon a Change of Control Clause in Contracts

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect shall occur at any time, then each holder of Notes shall have the right to require that the Company repurchase such holder’s Notes in whole or in part in integral multiples of $1,000 at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest thereon, if any, to the Notes purchase date (the “Change of a series, unless Control Purchase Date”) pursuant to the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer described below (the “Change of Control Offer”) to each Holder of and in accordance with the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms other procedures set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase this Indenture. (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within b) Within 30 days following any Change of Control, the Company shall publish a notice in the Wall Street Journal, notify the Trustee thereof and give written notice of such Change of Control Triggering Event orto each holder of Notes, by first-class mail, postage prepaid, at the CompanyNoteholder’s optionaddress appearing in the Note register, prior to any stating, among other things, (i) that a Change of ControlControl has occurred, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC proceduresii) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase Purchase Price, (iii) the Notes Change of such series on the date specified in the notice, Control Purchase Date (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, or otherwise provided orsuch later date as is necessary to comply with requirements under the Exchange Act), if the notice is mailed or otherwise provided prior (iv) that any Note not tendered shall continue to the Change of Control, no earlier than 30 days accrue interest and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation have all of the Change benefits of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default (v) that, unless the Company defaults in the payment of the Change of Control Payment upon Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Triggering Event. Offer shall be required to surrender the Notes, with the form entitled “Option of Noteholder to Elect Purchase” on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (dvii) that Noteholders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and a statement that such Noteholder is withdrawing his election to have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply in all material respects with the requirements of Rule 13e-4 and 14e-1 under the Exchange Act, 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 in connection with a Change of Control. (c) On the Change of Control Triggering Event. To Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Trustee in immediately available funds by 11:00 a.m. Eastern Time an amount equal to the Change of Control Purchase Price 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 Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Noteholder of Notes so accepted payment in an amount equal to the purchase price of such Notes, and the Trustee shall promptly authenticate and mail to each Noteholder 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. The Company shall publicly announce the provisions results of any such securities laws or regulations conflict with the Change of Control Offer provisions on or as soon as practicable after the Change of Control Payment Date. (d) The term “Change in Control” shall mean an event or series of events in which (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the NotesExchange Act) acquires “beneficial ownership” (as determined in accordance with Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total Voting Stock of the Company at an Acquisition Price less than the conversion price then in effect with respect to the Notes and (ii) the holders of the Common Stock receive consideration which is not all or substantially all common stock that is (or upon consummation of or immediately following such event or events will be) listed on a United States national securities exchange or approved for quotation on the Nasdaq Stock Market or any similar United States system of automated dissemination of quotations of securities’ prices; provided, however, that any such person or group shall comply with those securities laws and regulations and will not be deemed to have breached its obligations be the beneficial owner of, or to beneficially own, any Voting Stock tendered in a tender offer until such tendered Voting Stock is accepted for purchase under the Change of Control Offer provisions of the Notes by virtue of any such conflicttender offer.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder’s option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that such Holder’s Notes on a date (the “Repurchase Date”) that is no later than 90 days after notice of such series on the terms set forth in such Notes. In the Change of Control OfferControl, the Company shall be required to offer payment in cash equal to at 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of Notes and the Trustee, a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. To exercise such right, the Holder of such Note must deliver, at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date, written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder’s exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; provided, however, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesoccurs, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of such series right to require the Company to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes pursuant to an Offer to Purchase (the “Change of such series on the terms set forth in such NotesControl Offer”). In the such Change of Control Offer, the Company shall be required to will offer a payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to but not including the date of purchase. (b) Within 30 days following any Change of Control, the Company will mail, or deliver electronically if held by DTC, a notice to 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 (the “Change of Control PaymentPayment Date”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided ordelivered, if the notice is mailed or otherwise provided prior pursuant to the Change of Control, no earlier than 30 days procedures required by this Indenture and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datedescribed in such notice. (bc) On or before the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchasedpurchased by the Company. (cd) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly 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 such new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (e) This Section 4.11 shall be applicable regardless of whether any other Sections of this Indenture are applicable. (f) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default in payment of the Company shall not repurchase any Notes applicable redemption price. (g) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control or other events, if there has occurred and a definitive agreement is continuing on in place for the Change of Control Payment Date an Event at the time of Default under this Indenture, other than a default in the payment making of the Change of Control Payment upon Offer. (h) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control Triggering Event. (d) The Company shall comply in all material respects with Offer and the requirements of Rule 14e-1 under the Exchange ActCompany, and or 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 third party making a Change of Control Triggering Event. To Offer in lieu of the extent that Company as described under the provisions preceding clause (f), purchases all of any the Notes validly tendered and not withdrawn by such securities laws holders, the Company or regulations conflict with such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer provisions Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the Notes, principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (i) Notes repurchased by the Company shall comply with those securities laws and regulations and will not be deemed pursuant to have breached its obligations under the a Change of Control Offer provisions will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by virtue a third party pursuant to the preceding clause (f) will have the status of any such conflictNotes issued and outstanding unless and until they are delivered to the Company for cancellation.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a series of a seriesNotes, unless the Company shall have exercised its option to redeem the such Notes of such series as provided described in Section 3.84.01 of this Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral any multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to a series of Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice shall be mailed to Holders of Notes, with a copy to the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) . On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder’s option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the a date of repurchase (the “Change of Control PaymentRepurchase Date”); provided ) that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and is no later than 60 90 days from the date such after notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that at 101% of the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of Notes and the Senior Trustee a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder’s exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; provided, however, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If Subject to paragraph (b) of this Section, not later than 30 days following a Change of Control, the Company will make a Change of Control Triggering Event occurs with respect Offer to the purchase all outstanding Notes of at a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer purchase price (the “Change of Control Offer”"CHANGE OF CONTROL PAYMENT") to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased interest to but not including the date of repurchase (the “Change of Control Payment”)purchase; provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth herein applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In additionthe Change of Control Offer. (b) Prior to complying with any of the provisions of this Section, but in any event within 30 days following a Change of Control, if the Company is subject to any agreement evidencing Indebtedness (or commitments to extend Indebtedness) that prohibits prepayment or repurchase of the Notes pursuant to a Change of Control Offer, the Company will either repay all such outstanding Indebtedness of the Company (and terminate all commitments to extend such Indebtedness), or obtain the requisite consents, if any, under all agreements governing such Indebtedness or commitments to permit the repurchase of Notes required by paragraph (a) of this Section 3.07. The Company shall first comply with this paragraph (b) before it shall be required to make a Change of Control Offer or to repurchase Notes pursuant to paragraph (a). The Company's failure to comply with paragraph (b) may (with notice and lapse of time) constitute an Event of Default under Section 4.02 (a)(iv) but shall not repurchase any Notes if there has occurred and is continuing constitute an Event of Default under Section 4.02(a)(iii). (c) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventDate. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder’s option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the a date of repurchase (the “Change of Control PaymentRepurchase Date”); provided ) that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and is no later than 60 90 days from the date such after notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that at 101% of the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail or cause to be mailed, to all Holders of record of Notes a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder’s exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; provided, however, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesoccurs, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of such series right to require the Company to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes pursuant to an Offer to Purchase (the “Change of such series on the terms set forth in such NotesControl Offer”). In the such Change of Control Offer, the Company shall be required to will offer a payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to but not including the date of purchase. (b) Within 30 days following any Change of Control, the Company will mail, or deliver electronically if held by DTC, a notice to 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 (the “Change of Control PaymentPayment Date”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided ordelivered, if the notice is mailed or otherwise provided prior pursuant to the Change of Control, no earlier than 30 days procedures required by this Indenture and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datedescribed in such notice. (bc) On or before the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchasedpurchased by the Company. (cd) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly 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 such new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (e) This Section 4.11 shall be applicable regardless of whether any other Sections of this Indenture are applicable. (f) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default in payment of the Company shall not repurchase any Notes applicable redemption price. (g) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control or other events, if there has occurred and a definitive agreement is continuing on in place for the Change of Control Payment Date an Event at the time of Default under this Indenture, other than a default in the payment making of the Change of Control Payment upon Offer. (h) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control Triggering Event. (d) The Company shall comply in all material respects with Offer and the requirements of Rule 14e-1 under the Exchange ActCompany, and or 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 third party making a Change of Control Triggering Event. To Offer in lieu of the extent that Company as described under the provisions preceding clause (f), purchases all of any the Notes validly tendered and not withdrawn by such securities laws holders, the Company or regulations conflict with such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer provisions Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the Notes, principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (i) Notes repurchased by the Company shall comply with those securities laws and regulations and will not be deemed pursuant to have breached its obligations under the a Change of Control Offer provisions will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by virtue a third party pursuant to the preceding clause (f) will have the status of any such conflictNotes issued and outstanding.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes Note remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof1,000. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) by such other method as determined by a Board Resolution, the supplemental indenture or an Officers’ Certificate, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event event of Default default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to Event, each holder of the Notes of a series, unless shall have the right to require that the Company shall have exercised its option repurchase all or any part (equal to redeem the Notes $1,000 or an integral multiple of $1,000) of such series as provided in Section 3.8, the Company shall be required to make an offer holder’s Notes (the “Change of Control Offer”) to each Holder of the Notes of such series to at a repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within . (b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, Company shall mail a notice shall be mailed to Holders each Holder of the Notes with a copy to the Trustee stating: (i) that a Change of Control has occurred and that such Holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 101% of the applicable series principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase; (or otherwise provided in accordance with DTC proceduresii) describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to Event; and (iii) the repurchase the Notes of such series on the date specified in the notice, (which date shall be no not earlier than 30 days and no or later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”mailed). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 connect with the repurchase of the Notes notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesnotes, the Company shall comply with those the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes notes by virtue of any such conflictconflicts. (d) On the Change of Control Date, the Company shall (i) accept for payment all Notes or portions of notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent, which shall initially be the Trustee, an amount equal to the Change of Control Payment in respect of all Notes or portions of notes properly tendered and (iii) deliver or cause to be delivered to the Trustee the notes properly accepted.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option has mailed a redemption notice with respect to redeem all of the outstanding Notes of such series as provided described in Section 3.83.01, the Company shall be required to make an offer (the “Change of Control Offer”) to Section 3.02, Section 3.03 or Section 3.04, each Holder of Notes will have the Notes of such series right to require the Company to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on pursuant to the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment described below at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase purchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any Change of Control, unless the Company has mailed a redemption notice with respect to all of the outstanding Notes as described in Section 3.01, Section 3.02, Section 3.03 or Section 3.04, the Company will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Triggering Event orOffer”) stating: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, at plus accrued and unpaid interest, if any, to the Company’s option, prior date of purchase (subject to any the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date); (2) the circumstances and relevant facts regarding such Change of Control, but after public announcement of ; (3) the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series purchase date (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or mailed); and (4) the instructions, as determined by the Company, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased. (b) 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 provided or, if in compliance with the notice is mailed or otherwise provided prior requirements set forth in the Indenture 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. (c) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. (d) On a date that is at least 30 but no earlier than 30 days and no later more than 60 days from the date on which the Company mailed notice of the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchasedpurchased by the Company. (ce) The Company shall not be required paying agent will promptly mail to make a Change each Holder of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly so tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date 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 $2,000 or an Event integral multiple of Default under this Indenture, other than a default $1,000 in excess thereof. The Company will publicly announce the payment results of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Offer on or as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with soon as practicable after the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictPayment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesoccurs, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of such series right to require the Company to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes pursuant to an Offer to Purchase (the “Change of such series on the terms set forth in such NotesControl Offer”). In the such Change of Control Offer, the Company shall be required to will offer a payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to but not including the date of purchase. (b) Within 30 days following any Change of Control, the Company will mail, or deliver electronically, a notice to 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 (the “Change of Control PaymentPayment Date”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided ordelivered electronically, if the notice is mailed or otherwise provided prior pursuant to the Change of Control, no earlier than 30 days procedures required by Section 3.05 and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datedescribed in such notice. (bc) On or before the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchasedpurchased by the Company. (cd) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly 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. (e) This Section 4.11 shall be applicable regardless of whether any other Sections of this Indenture are applicable. (f) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer or (2) a notice of redemption has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default in payment of the applicable redemption price. (g) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company shall or such third party will have the right, upon not repurchase any Notes if there has occurred and is continuing on less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Payment Date an Event Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of Default under this Indenturethe principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (h) A Change of Control Offer may be made in advance of a Change of Control, other than conditional upon such Change of Control or another event, if a default definitive agreement is in place for the payment Change of Control at the time of making of the Change of Control Payment upon Offer. (i) The Company’s obligations to make a Change of Control Triggering Event. (d) The Company shall comply in all material respects Offer may be waived or modified with the requirements written consent 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 Holders of a Change majority in principal amount of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the outstanding Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesSeries, unless the Company shall have has exercised its option to redeem the Notes of such series as provided in Series pursuant to Section 3.82.3 hereof, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series Series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesSeries, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Series describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series Series on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise provided delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise provided delivered) prior to the Change of Control, no earlier than 30 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shallwill, if mailed (or otherwise provided delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not properly withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to require the Company to repurchase all or any part of its Notes at a purchase price in cash pursuant to the Notes offer described below (the "Change of a seriesControl Offer") equal to 101% of the principal amount thereof, unless plus accrued and unpaid interest and Liquidated Damages, if any, to the Company shall have exercised its option date of purchase (subject to redeem the Notes right of such series as provided holders of record to receive interest on the relevant interest payment date) (the "Change of Control Payment") in Section 3.8accordance with the procedures set forth in paragraphs (c) and (e) of this Section. (b) [Intentionally Omitted] (c) Within 30 days following any Change of Control, the Company shall be required to make an offer (the “Change of Control Offer”) give to each Holder of the Notes and the Trustee in the manner provided in Section 106 a notice stating: (i) that a Change of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of Control has occurred, that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, Offer is being made pursuant to this Section 1010 and that all Notes validly tendered will be accepted for payment; (ii) the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued purchase price and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase purchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part which shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs mailed) (the “"Change of Control Payment Date”"). The notice shall; (iii) that any Note not tendered will continue to accrue interest and Liquidated Damages, if mailed or otherwise provided prior any, pursuant to its terms; (iv) that, unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer any Note accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer shall cease to accrue interest and Liquidated Damages, if any, on or prior to and after the Change of Control Payment Date; (v) that Holders electing to have any Note or portion thereof purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date; (vi) that Holders be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased, and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. (bd) [Intentionally Omitted] (e) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officer's Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail, to the Holders of Notes so accepted, payment in an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to purchase price, and the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate shall promptly authenticate and mail to such Holders a new Note equal in principal amount of any unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or portions of Notes being repurchased. (c) integral multiples thereof. The Company shall not be required to make a will publicly announce the results of the Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on or as soon as practicable after the Change of Control Payment Date an Event Date. For purposes of Default under this IndentureSection 1010, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) Trustee shall act as Paying Agent. The Company shall will comply in all material respects with the requirements of Rule 14e-1 l4e-1 under the Exchange Act, 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 event that a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, occurs and the Company shall comply with those securities laws and regulations and will not be deemed is required to have breached its obligations under the Change of Control Offer provisions of repurchase the Notes by virtue of any such conflictunder this Section 1010.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a Series of a seriesNotes, unless the Company shall have has exercised its option right to redeem the such Notes as described in ‎Section 4.02 of such series as provided in Section 3.8this First Supplemental Indenture, the Company shall be is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to in excess of $2,000 or a higher and in integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferSeries, the Company shall be required to offer payment at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to to, but not including excluding, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will electronically deliver or mail a notice shall be mailed to Holders of the Notes each Holder of the applicable series (or otherwise provided in accordance Series of Notes, with DTC procedures) a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased by the Company. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered. (d) The Company shall is not be required to make an offer to repurchase Notes in connection with a Change of Control Offer upon the occurrence of a Change of Control Triggering Repurchase Event if a third party makes such an offer in the manner, manner and at the times and otherwise in compliance with the requirements hereunder for such an offer made by the Company Company, and the such third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In addition. (e) If Holders of not less than 90% in aggregate principal amount of the applicable outstanding Series of Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes in connection with a Change of Control Repurchase Event and the Company purchases all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Company shall will have the right, upon not repurchase any less than 10 nor more than 60 days’ prior written notice to the Holders of Notes if there has occurred of such Series and is continuing on the Trustee, given not more than 30 days following the Change of Control Payment Date an Event Date, to redeem all Notes of Default under this Indenture, other than such Series that remain outstanding following such purchase at a default redemption price in the payment cash equal to 101% of the Change of Control Payment upon a Change of Control Triggering Eventprincipal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date. (df) The Company shall will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder 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 Triggering Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Repurchase Event provisions of the Indenture or the Notes, the Company shall will comply with those the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of this ‎Section 4.04 or the Notes by virtue of any compliance with such conflictsecurities laws and regulations. (g) Notwithstanding anything to the contrary in the Indenture or otherwise, for the avoidance of doubt, the Company’s obligation to repurchase Notes upon a Change of Control Repurchase Event may be waived by the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of the applicable Series affected by such waiver.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option right to redeem the Notes of such series as provided described in Section 3.84.01 of this Sixth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitutes constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice shall be mailed to Holders of each Holder, with a copy to the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the payment for the Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered. (d) Notwithstanding the foregoing, the Company shall will not be required to make an offer to repurchase Notes upon a Change of Control Offer upon the occurrence of a Change of Control Triggering Event Repurchase Event, if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition. (e) If Holders of not less than 95% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes upon a Change of Control Repurchase Event and the Company, or any third party making an offer to repurchase the Notes upon a Change of Control Repurchase Event in lieu of the Company pursuant to Section 4.02(d) hereof, purchases all Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not repurchase any Notes if there has occurred and is continuing on less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date an Event of Default under this IndentureDate, other than to redeem all Notes that remain Outstanding following such purchase at a default Redemption Price in the payment cash equal to 101% of the Change of Control Payment upon a Change of Control Triggering Eventprincipal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date. (df) The Company shall comply in all material respects comply, to the extent applicable, with the requirements of Rule Section 14e-1 under of the Exchange Act, Act and any other securities laws and or 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 Triggering Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Repurchase Event provisions of the Notes, the Company shall will comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer Repurchase Event provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder’s option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the a date of repurchase (the “Change of Control PaymentRepurchase Date”); provided ) that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and is no later than 60 90 days from the date such after notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that at 101% of the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of Notes and the Trustee a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder’s exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; provided, however, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the The Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesmust commence, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event, and consummate an Offer to Purchase for all notes then outstanding, at a purchase price equal to 101% of the principal amount thereof on the relevant Payment Date, plus accrued interest (if any) to (but not including) the Payment Date; provided, however, that the Company shall not be obligated to repurchase notes pursuant to this Section 4.15 in the event that it has exercised its right to redeem all of the notes under Section 3.07. The Company will provide notice of a Change of Control Triggering Event to each Holder, with a copy to the Trustee. (b) The Company will not be required to make an Offer to Purchase following a Change of Control Triggering Event if (i) a third party makes such an offer the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements for in this Indenture applicable to an offer Offer to Purchase made by the Company and the third party repurchases purchases all Notes properly notes validly tendered and not validly withdrawn under its offer. In additionsuch Offer to Purchase or (ii) in connection with or in contemplation of any Change of Control, the Company shall not repurchase (or any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment Affiliate of the Change Company) has made an offer to purchase (an “Alternate Offer”) any and all notes validly tendered at a cash price equal to or higher than 101% of Control Payment upon a Change the principal amount thereof and has purchased all notes properly tendered in accordance with the terms of Control Triggering Eventthe Alternate Offer. (dc) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder Notwithstanding anything to the extent those laws and regulations are applicable contrary herein, an Offer to Purchase or Alternate Offer may be made in connection with the repurchase of the Notes as a result advance of a Change of Control Triggering Event. To the extent that the provisions , conditional upon such Change of any such securities laws or regulations conflict with Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Offer provisions to Purchase or Alternate Offer. An Offer to Purchase or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture and/or notes (but the NotesOffer to Purchase may not condition tenders on the delivery of such consents). (d) This Section 4.15 will, unless consents are obtained, require the Company shall comply to repay all Indebtedness then outstanding which by its terms would prohibit such note repurchase, either prior to or concurrently with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictnote repurchase.

Repurchase of Notes upon a Change of Control. (a) If Upon a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of shall have the right to require that the Company repurchase such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holderholder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on to the date of repurchase. (b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder of the Notes repurchased with a copy to but not including the Trustee stating (i) that a Change of Control has occurred and that such Holder has the right to require the Company to repurchase such ▇▇▇▇▇▇’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control PaymentOffer”); provided that , (ii) the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any circumstances and relevant facts regarding such Change of Control Triggering Event or(including information with respect to pro forma historical income, at the Company’s option, prior cash flow and capitalization after giving effect to any such Change of Control, but after public announcement of ), (iii) the transaction that constitutes or may constitute the Change of Control, a notice repurchase date (which shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no not earlier than 30 days and no or later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs mailed) (the “Change of Control Payment Repurchase Date”). The notice shall, if mailed or otherwise provided prior , (iv) that any Note not tendered shall continue to the date of consummation of the Change of Control, state accrue interest, (v) that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior any Note accepted for payment pursuant to the Change of Control Payment Offer shall cease to accrue interest after the Repurchase Date, (vi) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the paying agent at the address specified in the notice prior to the close of business on the Repurchase Date, (vii) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the third Business Day (or such shorter periods as may be required by applicable law) preceding the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have such Notes purchased, and (viii) that Holders which elect to have their Notes purchased only in part will be issued new Notes of the same Series in a principal amount equal to the unpurchased portion of the Notes surrendered. (bc) On the Change of Control Payment Repurchase Date, the Company shall, to the extent lawful: shall (1i) accept for payment all Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer; ; (2ii) deposit with the paying agent an amount equal Trustee money sufficient to pay the Change of Control Payment in respect purchase price of all Notes or portions of Notes properly tendered; and thereof so tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating identifying the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required thereof tendered to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventCompany. (d) The Trustee shall promptly mail to the Holders of the Notes so accepted payment in an amount equal to the purchase price, and promptly authenticate and mail to such Holders a new Note of the same Series in a principal amount equal to any unpurchased portion of the Note surrendered. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Repurchase Date. (e) The Company shall comply in with all material respects with the requirements of applicable tender offer rules, including without limitation 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictOffer.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have has exercised its option to redeem the Notes of such series as provided in Section 3.8described above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such the Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise provided delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise provided delivered) prior to the Change of Control, no earlier than 30 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shallwill, if mailed (or otherwise provided delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase repurchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedtendered and not properly withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not properly withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a series of a seriesNotes, unless the Company shall have exercised its option to redeem the such Notes of such series as provided described in Section 3.84.01 of this Third Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the applicable Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral any multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to a series of Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a notice shall be mailed to Holders of Notes, with a copy to the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the such Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the payment for the Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered. (d) Notwithstanding the foregoing, the Company shall will not be required to make an offer to repurchase Notes upon a Change of Control Offer upon the occurrence of a Change of Control Triggering Event Repurchase Event, if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition. (e) If Holders of not less than 95% in aggregate principal amount of the applicable series of Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the applicable Notes upon a Change of Control Repurchase Event and the Company, or any third party making an offer to repurchase such Notes upon a Change of Control Repurchase Event in lieu of the Company pursuant to Section 4.02(d), purchases all Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not repurchase any Notes if there has occurred and is continuing on less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date an Event of Default under this IndentureDate, other than to redeem all Notes that remain Outstanding following such purchase at a default Redemption Price in the payment cash equal to 101% of the Change of Control Payment upon a Change of Control Triggering Eventprincipal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date. (df) The Company shall comply in all material respects comply, to the extent applicable, with the requirements of Rule Section 14e-1 under of the Exchange Act, Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the a series of Notes as a result of a Change of Control Triggering Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Repurchase Event provisions of the a series of Notes, the Company shall will comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer Repurchase Event provisions of the a series of Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have has exercised its option right to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder all of the Notes of such series in accordance with Section 3.07 hereof, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase purchase (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”); provided that . Notwithstanding the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect foregoing, the Company may make its offer to purchase the Notes as described in this section in advance of each seriesa Change of Control, within conditioned upon consummation of such Change of Control, if a definitive agreement in respect of such anticipated Change of Control is in place as of the time of such offer. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of unless the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed Company has exercised its right to Holders redeem all of the Notes of the applicable series (or otherwise provided in accordance with DTC proceduresSection 3.07 hereof, the Company will mail a notice (the “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes stating: (1) that a Change of Control has occurred (or, if applicable, that a definitive agreement in respect of such series on Change of Control is in place) and that such holder has the date specified right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to the noticeChange of Control Payment and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall; (3) that any Note not tendered will continue to accrue interest; (4) that, if mailed or otherwise provided prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer all Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to transfer the Notes by book-entry transfer to the Paying Agent (or in the case of any Definitive Notes, to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed) at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased 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 $2,000 or an integral multiple of $1,000 in excess thereof. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to holders who tender pursuant to the Change of Control Offer. (c) The Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.15 applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date Offer, or (2) an Event irrevocable notice of Default under this Indentureredemption in respect of all of the outstanding Notes has been given pursuant to Section 3.07 hereof, other than unless and until there is a default in the payment of the Change of Control Payment upon a Change of Control Triggering Eventapplicable redemption price. (d) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of redemption. (e) The Company shall will comply in all material respects 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 Triggering EventControl. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section 4.15, the Company shall will comply with those the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes this Section 4.15 by virtue of any such conflictcompliance.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect shall occur at any time, then each holder of Notes shall have the right to the Notes of a series, unless require that the Company shall have exercised its option to redeem the repurchase such holder's Notes in whole or in part in integral multiples of such series as provided in Section 3.8, the Company shall be required to make an offer $1,000 at a purchase price (the “"Change of Control Offer”Purchase Price") to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash in an amount equal to 101% of the aggregate principal amount of Notes repurchasedsuch Notes, plus accrued and unpaid interestinterest thereon, if any, on to the Notes repurchased to but not including the purchase date of repurchase (the “"Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect Purchase Date") pursuant to the Notes offer described below (the "Change of each series, within Control Offer") and in accordance with the other procedures set forth in this Indenture. (b) Within 30 days following any Change of Control, the Company shall publish a notice in the Wall Street Journal, notify the Trustee thereof and give written notice of such Change of Control Triggering Event orto each holder of Notes, by first-class mail, postage prepaid, at the Company’s optionNoteholder's address appearing in the Note register, prior to any stating, among other things, (i) that a Change of ControlControl has occurred, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC proceduresii) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase Purchase Price, (iii) the Notes Change of such series on the date specified in the notice, Control Purchase Date (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, or otherwise provided orsuch later date as is necessary to comply with requirements under the Exchange Act), if the notice is mailed or otherwise provided prior (iv) that any Note not tendered shall continue to the Change of Control, no earlier than 30 days accrue interest and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation have all of the Change benefits of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default (v) that, unless the Company defaults in the payment of the Change of Control Payment upon Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Triggering Event. Offer shall be required to surrender the Notes, with the form entitled "Option of Noteholder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (dvii) that Noteholders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and a statement that such Noteholder is withdrawing his election to have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply in all material respects with the requirements of Rule 13e-4 and 14e-1 under the Exchange Act, 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 in connection with a Change of Control. (c) On the Change of Control Triggering Event. To Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Trustee an amount equal to the Change of Control Purchase Price 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 Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Noteholder of Notes so accepted payment in an amount equal to the purchase price of such Notes, and the Trustee shall promptly authenticate and mail to each Noteholder 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. The Company shall publicly announce the provisions results of any such securities laws or regulations conflict with the Change of Control Offer provisions on or as soon as practicable after the Change of Control Payment Date. (d) The term "Change in Control" shall mean an event or series of events in which (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the NotesExchange Act) acquires "beneficial ownership" (as determined in accordance with Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total Voting Stock of the Company at an Acquisition Price less than the conversion price then in effect with respect to the Notes and (ii) the holders of the Common Stock receive consideration which is not all or substantially all common stock that is (or upon consummation of or immediately following such event or events will be) listed on a United States national securities exchange or approved for quotation on the Nasdaq Stock Market or any similar United States system of automated dissemination of quotations of securities' prices; provided, however, that any such person or group shall comply with those securities laws and regulations and will not be deemed to have breached its obligations be the beneficial owner of, or to beneficially own, any Voting Stock tendered in a tender offer until such tendered Voting Stock is accepted for purchase under the Change of Control Offer provisions of the Notes by virtue of any such conflicttender offer.

Repurchase of Notes upon a Change of Control. Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest to the date of purchase; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that, prior to the requirement to commence the Offer to Purchase the Company has mailed (aand/or to the extent permitted by applicable procedures or regulations, electronically delivered) If the notice to exercise its right to redeem all the Notes under the terms of Section 3.01 and redeemed the Notes in accordance with such notice. Notwithstanding anything in this Indenture to the contrary, if the Offer to Purchase is sent prior to the occurrence of the Change of Control, it may be conditioned upon the consummation of the Change of Control. In the event a Change of Control Triggering Event occurs with respect at a time when the Company is prohibited by the terms of any other Debt from purchasing the Notes or such requirement to purchase would result in a default thereunder, then prior to mailing (and/or to the Notes extent permitted by applicable procedures or regulations, electronically delivering) the notice of a seriesChange of Control to Holders, unless the Company shall have exercised its option to redeem the Notes but in any event within 30 days following any Change of such series as provided in Section 3.8Control, the Company shall be required (1) repay in full all obligations, and terminate all commitments, under such other Debtor (2) obtain the requisite consents under the agreements governing such other indebtedness to make an offer (permit the “Change of Control Offer”) to each Holder repurchase of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferIf such a consent is not obtained or borrowings repaid, the Company shall remain prohibited from purchasing the Notes. The Company shall first comply with the provisions of this paragraph before it shall be required to offer payment repurchase the Notes pursuant to the other provisions of this Section 4.11 The Company’s failure to comply with this paragraph (and any failure to send a notice of Change of Control as a result of the prohibition in cash this paragraph) may (with notice and lapse of time) constitute an Event of Default described in clause (4) of Section 6.01, but shall not constitute an Event of Default described in clause (1) of Section 6.01. If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase, and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Notes repurchased, redeemed plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior thereon to the date of consummation redemption, subject to the right of the Change of Control, state that the offer to purchase is conditioned Holders on the Change of Control Triggering Event occurring relevant record dates to receive interest due on or prior to the Change of Control Payment Datean interest payment date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this Third Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount Principal Amount of Notes or portions of Notes being repurchased. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesoccurs, unless the Company shall have has exercised its option to redeem the Notes of such series as provided described in Section 3.81108, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that Holder’s the Notes pursuant to the offer described below (the “Change of such series Control Offer”) on the terms set forth in such the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the repurchase date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) The 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Notes by virtue of any such conflict. (c) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased. (cd) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event event of Default default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to require the Issuer to repurchase all or any part of its Notes at a purchase price in cash pursuant to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer described below (the “"Change of Control Offer”") equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record to receive interest on the relevant interest payment date) (the "Change of Control Payment"). (b) [Intentionally Omitted] (c) Within 45 days (but in the case of notice to the Trustee, as soon as practicable) following any Change of Control, the Issuer shall give to each Holder of the Notes and the Trustee in the manner provided in Section 106 a notice stating: (i) that a Change of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of Control has occurred, that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, Offer is being made pursuant to this Section 1010 and that all Notes validly tendered will be accepted for payment; (ii) the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued purchase price and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase purchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part which shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs mailed) (the “"Change of Control Payment Date”"). The notice shall; (iii) that any Note not tendered will continue to accrue interest and Additional Interest, if mailed or otherwise provided prior any, pursuant to its terms; (iv) that, unless the date of consummation Issuer defaults in the payment of the Change of ControlControl Payment, state that the offer any Note accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer shall cease to accrue interest and Additional Interest, if any, on or prior to and after the Change of Control Payment Date; (v) that Holders electing to have any Note or portion thereof purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. (bd) [Intentionally Omitted] (e) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officer's Certificate specifying the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent promptly shall mail, to the Holders of Notes so accepted, payment in an amount equal to the purchase price, and the Trustee promptly shall authenticate and mail to such Holders a new Note equal in principal amount of any unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Issuer will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment in respect Date. For purposes of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to this Section 1010, the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) shall act as Paying Agent. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) Offer. The Company shall Issuer will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 event that a Change of Control Triggering Event. To occurs and the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed Issuer is required to have breached its obligations under the Change of Control Offer provisions of repurchase the Notes by virtue of any such conflictunder this Section 1010.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this Second Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount Principal Amount of Notes or portions of Notes being repurchased. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes a series of a seriesNotes, unless the Company shall have has exercised its option right to redeem the Notes of such series as provided set forth in Section 3.8Article Three, the Company shall be required to will make an offer (the a “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 in principal amount or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase repurchase, subject to the rights of Holders of Notes of such series on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to a series of Notes, or, at the option of the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall send, electronically or by first-class mail, a notice shall be mailed to Holders each Holder of the Notes of such series, with a copy to the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering and, if sent prior to repurchase the Notes date of such series consummation of the Change of Control, stating that the Change of Control Offer is conditioned on the date Change of Control being consummated on or prior to the Change of Control Payment Date specified in such notice. Such notice shall also state: (1) that the noticeChange of Control Offer is being made pursuant to this Section 4.10 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided orsent, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier other than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs as may be required by applicable law (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause that any Note not tendered will continue to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.accrue interest; (c4) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the mannerthat, at the times and otherwise in compliance with the requirements for an offer made by unless the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment upon Date; (5) that Holders electing to have their Notes purchased pursuant to a Change of Control Triggering EventOffer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (db) The Company shall will comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section 4.10, the Company shall will comply with those the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance. (c) On the Change of Control Payment Date, the Company will, 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted pursuant to the Change of Control Offer provisions together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) The Paying Agent will promptly transmit to each Holder of Notes properly 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 the unpurchased portion of the Notes by virtue surrendered, if any; provided that each new Note will be in a principal amount of any such conflict$2,000 and or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) Except as described in this Section 4.10, this Indenture does not contain provisions that permit Holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (f) Notwithstanding anything to the contrary in this Section 4.10, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) 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 4.10 and purchases all Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer or (1) notice of redemption has been given pursuant to Section 3.04.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a Series of a seriesNotes, unless the Company shall have has exercised its option right to redeem the such Notes of such series as provided described in Section 3.84.02 of this First Supplemental Indenture, the Company shall be is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to in excess of $2,000 or a higher and in integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferSeries, the Company shall be required to offer payment at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to to, but not including excluding, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will electronically deliver or mail a notice shall be mailed to Holders of the Notes each Holder of the applicable series (or otherwise provided in accordance Series of Notes, with DTC procedures) a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased by the Company. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered. (d) The Company shall is not be required to make an offer to repurchase Notes in connection with a Change of Control Offer upon the occurrence of a Change of Control Triggering Repurchase Event if a third party makes such an offer in the manner, manner and at the times and otherwise in compliance with the requirements hereunder for such an offer made by the Company Company, and the such third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In addition. (e) If Holders of not less than 90% in aggregate principal amount of the applicable outstanding Series of Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes in connection with a Change of Control Repurchase Event and the Company purchases all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Company shall will have the right, upon not repurchase any less than 10 nor more than 60 days’ prior written notice to the Holders of Notes if there has occurred of such Series and is continuing on the Trustee, given not more than 30 days following the Change of Control Payment Date an Event Date, to redeem all Notes of Default under this Indenture, other than such Series that remain outstanding following such purchase at a default redemption price in the payment cash equal to 101% of the Change of Control Payment upon a Change of Control Triggering Eventprincipal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date. (df) The Company shall will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder 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 Triggering Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Repurchase Event provisions of the Indenture or the Notes, the Company shall will comply with those the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of this Section 4.04 or the Notes by virtue of any compliance with such conflictsecurities laws and regulations. (g) Notwithstanding anything to the contrary in the Indenture or otherwise, for the avoidance of doubt, the Company’s obligation to repurchase Notes upon a Change of Control Repurchase Event may be waived by the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of the applicable Series affected by such waiver.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect shall occur at any time, then each holder of Notes shall have the right to require that the Company repurchase such holder's Notes in whole or in part in integral multiples of $1,000 at a purchase price (the "Change of Control Purchase Price") in cash equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest thereon, if any, to the Notes purchase date (the "Change of a seriesControl Purchase Date") pursuant to the offer described in Section 3.5(b) (the "Change of Control Offer") and in accordance with the other procedures set forth in this Indenture. (b) Within 30 days following any Change of Control, the Company shall, unless the Company shall have exercised given each Noteholder notice of its option irrevocable intention to redeem the all outstanding Notes of such series as provided described in Section 3.83.1, notify the Company shall be required to make an offer Trustee thereof and give written notice (the “"Change of Control Offer”Notice") of such Change of Control to each Holder holder of Notes, by first-class mail, postage prepaid, at the Notes Noteholder's address appearing in the Note register, stating, among other things, (i) that a Change of such series to repurchase all or any part Control has occurred, (equal to $2,000 or a higher integral multiple of $1,000 in excess thereofii) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferPurchase Price, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC proceduresiii) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, Purchase Date (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, or otherwise provided orsuch later date as is necessary to comply with requirements under the Exchange Act), if the notice is mailed or otherwise provided prior (iv) that any Note not tendered shall continue to the Change of Control, no earlier than 30 days accrue interest and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation have all of the Change benefits of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default (v) that, unless the Company defaults in the payment of the Change of Control Payment upon Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Triggering Event. Offer shall be required to surrender the Notes, with the form entitled "Option of Noteholder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (dvii) that Noteholders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and a statement that such Noteholder is withdrawing his election to have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply in all material respects with the requirements of Rule 13e-4 and 14e-1 under the Exchange Act, 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 in connection with a Change of Control. (c) On or before the next Business Day prior to the Change of Control Triggering EventPurchase Date, the Company shall deposit with the Trustee an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof to be tendered on the Change of Control Purchase Date. To On the Change of Control Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, and (ii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Noteholder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of such Notes, and the Trustee shall promptly authenticate and mail to each Noteholder 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. The Company shall publicly announce the provisions results of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under on or as soon as practicable after the Change of Control Offer provisions of the Notes by virtue of any such conflictPayment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesoccurs, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of such series right to require the Company to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes pursuant to an Offer to Purchase (the “Change of such series on the terms set forth in such NotesControl Offer”). In the such Change of Control Offer, the Company shall be required to will offer a payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to but not including the date of purchase. (b) Within 30 days following any Change of Control, the Company will mail, or deliver electronically if held by DTC, a notice to 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 (the “Change of Control PaymentPayment Date”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided ordelivered, if the notice is mailed or otherwise provided prior pursuant to the Change of Control, no earlier than 30 days procedures required by this Indenture and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datedescribed in such notice. (bc) On or before the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being repurchasedpurchased by the Company. (cd) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly 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 such new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (e) This Section 4.11 shall be applicable regardless of whether any other Sections of this Indenture are applicable. (f) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described under Section 3.01, unless and until there is a default in payment of the Company shall not repurchase any Notes applicable redemption price. (g) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control or other events, if there has occurred and a definitive agreement is continuing on in place for the Change of Control Payment Date an Event at the time of Default under this Indenture, other than a default in the payment making of the Change of Control Payment upon Offer. (h) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control Triggering Event. (d) The Company shall comply in all material respects with Offer and the requirements of Rule 14e-1 under the Exchange ActCompany, and or 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 third party making a Change of Control Triggering Event. To Offer in lieu of the extent that Company as described under the provisions preceding clause (f), purchases all of any the Notes validly tendered and not withdrawn by such securities laws holders, the Company or regulations conflict with such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer provisions Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the Notes, principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (i) Notes repurchased by the Company shall comply with those securities laws and regulations and will not be deemed pursuant to have breached its obligations under the a Change of Control Offer provisions will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by virtue a third party pursuant to the preceding clause (f) will have the status of any such conflictNotes issued and outstanding unless and until they are delivered to the Company for cancellation.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect shall occur at any time, then each holder of Notes shall have the right to the Notes of a series, unless require that the Company shall have exercised its option to redeem the repurchase such holder's Notes in whole or in part in integral multiples of such series as provided in Section 3.8, the Company shall be required to make an offer $1,000 at a purchase price (the “"Change of Control Offer”Purchase Price") to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash in an amount equal to 101% of the aggregate principal amount of Notes repurchasedsuch Notes, plus accrued and unpaid interestinterest thereon, if any, on to the Notes repurchased to but not including the purchase date of repurchase (the “"Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect Purchase Date") pursuant to the Notes offer described below (the "Change of each series, within Control Offer") and in accordance with the other procedures set forth in this Indenture. (b) Within 30 days following any Change of Control, the Company shall publish a notice in the Wall Street Journal, notify the Trustee thereof and give written notice of such Change of Control Triggering Event orto each holder of Notes, by first-class mail, postage prepaid, at the Company’s optionNoteholder's address appearing in the Note register, prior to any stating, among other things, (i) that a Change of ControlControl has occurred, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC proceduresii) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase Purchase Price, (iii) the Notes Change of such series on the date specified in the notice, Control Purchase Date (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, or otherwise provided orsuch later date as is necessary to comply with requirements under the Exchange Act), if the notice is mailed or otherwise provided prior (iv) that any Note not tendered shall continue to the Change of Control, no earlier than 30 days accrue interest and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation have all of the Change benefits of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default (v) that, unless the Company defaults in the payment of the Change of Control Payment upon Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Triggering Event. Offer shall be required to surrender the Notes, with the form entitled "Option of Noteholder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (dvii) that Noteholders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and a statement that such Noteholder is withdrawing his election to have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply in all material respects with the requirements of Rule 13e-4 and 14e-1 under the Exchange Act, 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 in connection with a Change of Control. (c) On the Change of Control Triggering Event. To Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Trustee in immediately available funds by 11:00 A.M. Eastern Time an amount equal to the Change of Control Purchase Price 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 Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Noteholder of Notes so accepted payment in an amount equal to the purchase price of such Notes, and the Trustee shall promptly authenticate and mail to each Noteholder 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. The Company shall publicly announce the provisions results of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under on or as soon as practicable after the Change of Control Offer provisions of the Notes by virtue of any such conflictPayment Date.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to require that the Company purchase all or a portion of such Holder's Notes in cash pursuant to the Notes offer described in paragraph (c) of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in this Section 3.8, the Company shall be required to make an offer 4.07 (the “"Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or "), at a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase purchase. (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect b) Prior to the Notes mailing of each seriesthe notice referred to below, but in any event within 30 days following any the date on which the Company becomes aware that a Change of Control Triggering Event orhas occurred, at if the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders purchase of the Notes would violate or constitute a default under any other Indebtedness of the applicable series Company, then the Company shall, to the extent needed to permit such purchase of Notes, either (i) repay all such Indebtedness and terminate all commitments outstanding thereunder or otherwise (ii) obtain the requisite consents, if any, under such Indebtedness to permit the purchase of the Notes as provided below. The Company will first comply with the covenant in accordance with DTC procedures) describing the transaction that constitutes or may constitute preceding sentence 48 42 before it will be required to make the Change of Control Triggering Event and offering to repurchase Offer or purchase the Notes pursuant to the provisions of such series on paragraphs (c) and (d) below. (c) Within 30 days following the date specified on which the Company becomes aware that a Change of Control has occurred, the Company shall send, by first-class mail, postage prepaid, a notice to each Holder (and publish notice in Luxembourg at Greffier et Chef du Tribunal d'Arrondissement de et a Luxembourg, Chief Registrar of the noticeDistrict Court in Luxembourg), which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise provided ormailed, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier other than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs as may be required by law (the “"Change of Control Payment Date”"). The Holders electing to have any Notes purchased pursuant to a Change of Control Offer must surrender such Notes to the Transfer Agent and/or Paying Agent for the Notes at the addresses specified in the notice shall, if mailed or otherwise provided prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or business day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) . The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event pursuant to this covenant if a third party makes such an offer in the manner, at the times and otherwise a Change of Control Offer in compliance with the requirements for an offer made by the Company this Section 4.07 and the third party repurchases all Notes properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer. (d) The Company shall will comply in all material respects 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 purchase of the Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Indenture, the Company shall will comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes described in this Indenture by virtue of any such conflicthereof.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes of a seriesEvent, unless the Company shall have has exercised its option right to redeem the Notes of such series as provided set forth in Section 3.8Article Three, the Company shall be required to will make an offer (the a “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 in principal amount or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase repurchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any the date on which the Change of Control Triggering Event occurred or, at the option of the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall send, electronically or by first-class mail, a notice shall be mailed to Holders of each Holder, with a copy to the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering and, if sent prior to repurchase the Notes date of such series consummation of the Change of Control, stating that the Change of Control Offer is conditioned on the date Change of Control being consummated on or prior to the Change of Control Payment Date specified in such notice. Such notice shall also state: (1) that the noticeChange of Control Offer is being made pursuant to this ‎Section 4.10 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided orsent, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier other than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs as may be required by applicable law (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause that any Note not tendered will continue to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.accrue interest; (c4) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the mannerthat, at the times and otherwise in compliance with the requirements for an offer made by unless the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment upon Date; (5) that Holders electing to have their Notes purchased pursuant to a Change of Control Triggering EventOffer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (db) The Company shall will comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis ‎Section 4.10, the Company shall will comply with those the applicable securities laws and regulations and will not be deemed to have breached its obligations under this ‎Section 4.10 by virtue of such compliance. (c) On the Change of Control Payment Date, the Company will, 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted pursuant to the Change of Control Offer provisions together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) The Paying Agent will promptly transmit to each Holder of Notes properly 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 the unpurchased portion of the Notes by virtue surrendered, if any; provided that each new Note will be in a principal amount of any such conflict$2,000 and or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) Except as described in this Section 4.10, the Indenture does not contain provisions that permit Holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction (f) Notwithstanding anything to the contrary in this ‎Section 4.10, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) 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 4.10 and purchases all Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer or (1) notice of redemption has been given pursuant to Section 3.04.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have has exercised its option to redeem the Notes of such series as provided in Section 3.8described above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder Securityholder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that HolderSecurityholder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to Holders Securityholders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise provided delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise provided delivered) prior to the Change of Control, no earlier than 30 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shallwill, if mailed (or otherwise provided delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 14e-l under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option right to redeem the Notes of such series as provided described in Section 3.84.01 of this Sixth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 4.02 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitutes constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a notice shall be mailed to Holders of each Holder, with a copy to the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required Paying Agent will promptly deliver to make a Change each Holder of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of for the Notes, and the Company shall comply with those securities laws Trustee will promptly authenticate and regulations and will not deliver (or cause to be deemed transferred by book-entry) to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.each Holder

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.82.3 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such this Section 2.4 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes a series of a seriesNotes, unless (i) the Company shall have exercised its option to redeem the such Notes of such series as provided described in Section 3.84.01 of this Supplemental Indenture or (ii) the Company shall have mailed notice of a special mandatory redemption pursuant to Section 4.02 hereof, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral any multiple of $1,000 in excess thereof) of that Holder▇▇▇▇▇▇’s Notes of such series on the terms set forth in such this Section 4.03 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Event with respect to a series of Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the such Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) . On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to require the Issuer to repurchase all or any part of its Notes at a purchase price in cash pursuant to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer described below (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to but not including the date of repurchase purchase (subject to the right of Holders of record to receive interest on the relevant interest payment date) (the “Change of Control Payment”); provided that . (b) [Intentionally Omitted] (c) Within 45 days (but in the principal amount case of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect notice to the Notes of each seriesTrustee, within 30 days as soon as practicable) following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice Issuer shall be mailed give to Holders each Holder of the Notes of and the applicable series (or otherwise Trustee in the manner provided in accordance with DTC proceduresSection 1.06 a notice, identifying the Notes by CUSIP number and stating: (i) describing the transaction that constitutes or may constitute a Change of Control has occurred, that the Change of Control Triggering Event Offer is being made pursuant to this Section 10.10 and offering to repurchase that all Notes validly tendered will be accepted for payment; (ii) the Notes of such series on purchase price and the date specified in the notice, of purchase (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs mailed) (the “Change of Control Payment Date”). The notice shall; (iii) that any Note not tendered will continue to accrue interest and Additional Interest, if mailed or otherwise provided prior any, pursuant to its terms; (iv) that, unless the date of consummation Issuer defaults in the payment of the Change of ControlControl Payment, state that the offer any Note accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer shall cease to accrue interest and Additional Interest, if any, on or prior to and after the Change of Control Payment Date; (v) that Holders electing to have any Note or portion thereof purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. (bd) [Intentionally Omitted] (e) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent promptly shall mail, to the Holders of Notes so accepted, payment in an amount equal to the purchase price, and the Trustee promptly shall authenticate and mail to such Holders a new Note equal in principal amount of any unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Issuer will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) Date. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) Offer. The Company shall Issuer will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 event that a Change of Control Triggering Event. To occurs and the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed Issuer is required to have breached its obligations under the Change of Control Offer provisions of repurchase the Notes by virtue of any such conflictunder this Section 10.10.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder's option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series Holder's Notes on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the a date of repurchase (the “Change of Control Payment”); provided "Repurchase Date") that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and is no later than 60 90 days from the date such after notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that at 101% of the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail or cause to be mailed, to all Holders of record of Notes a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder's exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; provided, however, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesSeries, unless the Company shall have has exercised its option to redeem the Notes of such series Series as provided in Section 3.8described above, the Company shall will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series Series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesSeries, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall will be mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Series describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series Series on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (or otherwise provided delivered in accordance with the applicable procedures of DTC) or, if the notice is mailed (or otherwise provided delivered) prior to the Change of Control, no earlier than 30 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shallwill, if mailed (or otherwise provided delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder’s option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the a date of repurchase (the “Change of Control PaymentRepurchase Date”); provided ) that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and is no later than 60 90 days from the date such after notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that at 101% of the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of Notes and the Trustee a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver, at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date, written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder’s exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; provided, however, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect shall occur at any time, then each holder of Notes shall have the right to require that the Company repurchase such holder's Notes in whole or in part in integral multiples of $1,000 at a purchase price (the "Change of Control Purchase Price") in cash equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest thereon, if any, to the Notes purchase date (the "Change of a seriesControl Purchase Date") pursuant to the offer described in Section 3.5(b) (the "Change of Control Offer") and in accordance with the other procedures set forth in this Indenture. (b) Within 30 days following any Change of Control, the Company shall, unless the Company shall have exercised given each Noteholder notice of its option irrevocable intention to redeem the all outstanding Notes of such series as provided described in Section 3.83.1, notify the Company shall be required to make an offer Trustee thereof and give written notice (the “"Change of Control Offer”Notice") of such Change of Control to each Holder holder of Notes, by first-class mail, postage prepaid, at the Notes Noteholder's address appearing in the Note register, stating, among other things, (i) that a Change of such series to repurchase all or any part Control has occurred, (equal to $2,000 or a higher integral multiple of $1,000 in excess thereofii) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferPurchase Price, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC proceduresiii) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, Purchase Date (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, or otherwise provided orsuch later date as is necessary to comply with requirements under the Exchange Act), if the notice is mailed or otherwise provided prior (iv) that any Note not tendered shall continue to the Change of Control, no earlier than 30 days accrue interest and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation have all of the Change benefits of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default (v) that, unless the Company defaults in the payment of the Change of Control Payment upon Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Triggering Event. Offer shall be required to surrender the Notes, with the form entitled "Option of Noteholder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (dvii) that Noteholders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and a statement that such Noteholder is withdrawing his election to have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply in all material respects with the requirements of Rule 13e-4 and 14e-1 under the Exchange Act, 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 in connection with a Change of Control. (c) On the Change of Control Triggering Event. To Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, and (ii) on or before the next Business Day prior to the Change of Control Purchase Date, the Company shall deposit with the Trustee an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered and deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Noteholder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of such Notes, and the Trustee shall promptly authenticate and mail to each Noteholder 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. The Company shall publicly announce the provisions results of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under on or as soon as practicable after the Change of Control Offer provisions of the Notes by virtue of any such conflictPayment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Repurchase Event occurs with respect to the Notes a Series of a seriesNotes, unless the Company shall have has exercised its option right to redeem the such Notes as described in ‎Section 4.02 of such series as provided in Section 3.8this Second Supplemental Indenture, the Company shall be is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series Series to repurchase all or any part (equal to in excess of $2,000 or a higher and in integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferSeries, the Company shall be required to offer payment at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to to, but not including excluding, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereofrepurchase. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Repurchase Event with respect to the Notes or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will electronically deliver or mail a notice shall be mailed to Holders of the Notes each Holder of the applicable series (or otherwise provided in accordance Series of Notes, with DTC procedures) a copy to the Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes of such series on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedpurchased by the Company. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered. (d) The Company shall is not be required to make an offer to repurchase Notes in connection with a Change of Control Offer upon the occurrence of a Change of Control Triggering Repurchase Event if a third party makes such an offer in the manner, manner and at the times and otherwise in compliance with the requirements hereunder for such an offer made by the Company Company, and the such third party repurchases purchases all Notes properly validly tendered and not withdrawn under its offer. In addition. (e) If Holders of not less than 90% in aggregate principal amount of the applicable outstanding Series of Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes in connection with a Change of Control Repurchase Event and the Company purchases all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Company shall will have the right, upon not repurchase any less than 10 nor more than 60 days’ prior written notice to the Holders of Notes if there has occurred of such Series and is continuing on the Trustee, given not more than 30 days following the Change of Control Payment Date an Event Date, to redeem all Notes of Default under this Indenture, other than such Series that remain outstanding following such purchase at a default redemption price in the payment cash equal to 101% of the Change of Control Payment upon a Change of Control Triggering Eventprincipal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date. (df) The Company shall will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder 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 Triggering Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Repurchase Event provisions of the Indenture or the Notes, the Company shall will comply with those the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of this ‎Section 4.04 or the Notes by virtue of any compliance with such conflictsecurities laws and regulations. (g) Notwithstanding anything to the contrary in the Indenture or otherwise, for the avoidance of doubt, the Company’s obligation to repurchase Notes upon a Change of Control Repurchase Event may be waived by the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of the applicable Series affected by such waiver.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder's option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series Holder's Notes on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the a date of repurchase (the “Change of Control Payment”); provided "REPURCHASE DATE") that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and is no later than 60 90 days from the date such after notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that at 101% of the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail or cause to be mailed, to all Holders of record of Notes a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder's exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; PROVIDED, HOWEVER, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If In the event that there shall occur a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of right, at such series Holder’s option, to repurchase require the Issuer to purchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the a date of repurchase (the “Change of Control PaymentRepurchase Date”); provided ) that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and is no later than 60 90 days from the date such after notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that at 101% of the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Change of Control Payment Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of Notes and the Trustee a notice regarding the Change of Control Payment and the repurchase right. The notice shall state the Repurchase Date, the Company shalldate by which the repurchase right must be exercised, the price for each series of the Notes and the procedure which the Holder must follow to exercise such right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver, at least ten days prior to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant Repurchase Date, written notice to the Change Issuer (or an agent designated by the Issuer for such purpose) of Control Offer; (2) deposit the Holder’s exercise of such right, together with the paying agent an amount equal Note with respect to which the right is being exercised, duly endorsed for transfer; provided, however, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to Repurchase Date than may be delivered to specified by the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchasedIssuer. (c) The Company shall not be Issuer will comply with applicable law, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable, if the Issuer is required to make give a Change of Control Offer upon the occurrence notice of a Change right of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.82.03 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in this Section 2.04 and in the Notes of such Notesseries. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount Principal Amount of Notes or portions of Notes being repurchased. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes of the applicable series if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 of the applicable series as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.82.03 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 2.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee or the Paying Agent the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount Principal Amount of Notes or portions of Notes being repurchased. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times time and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) If Holders of not less than 95% in aggregate Principal Amount of the outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes upon a Change of Control Triggering Event and the Company, or any third party making an offer to repurchase the Notes upon a Change of Control Triggering Event in lieu of the Company, as described in this Section 2.04, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 days nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date, to redeem all of the Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the Principal Amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date. (e) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder there under 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesSeries, unless the Company shall have exercised its option to redeem the Notes of such series Series as provided described in Section 3.82.3 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series Series to repurchase all or any part (equal to $2,000 or a higher an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes of such series Series on the terms set forth in such this Section 2.4 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesSeries, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) Series describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series Series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this Fourth Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount Principal Amount of Notes or portions of Notes being repurchased. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes of a seriesControl, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes shall have the Notes of such series right to require the Issuer to repurchase all or any part (part, equal to $2,000 1,000 or a higher an integral multiple of $1,000 in excess thereof) , of that Holder’s Notes pursuant to a Change of such series Control Offer on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to this Supplemental Indenture at an offer payment price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to but not including the applicable date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided Issuer had not, prior to the Change of Control, no earlier than 30 days and no later than 60 days from sent a redemption notice for all the date on which Notes in connection with an optional redemption permitted by Section 7 hereof, the Issuer shall mail a notice to each registered Holder briefly describing the transaction or transactions that constitute a Change of Control Triggering Event occurs and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and Supplemental Indenture and described in such notice. The notice shall, if mailed or otherwise provided prior Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the date of consummation extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, state . To the extent that the offer provisions of any securities laws or regulations conflict with the provisions of this Section 6.3, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to purchase is conditioned on have breached its obligations under the Change provisions of Control Triggering Event occurring on or prior to the Change this Section 6.3 by virtue of Control Payment Date. (b) such conflict. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. The paying agent shall promptly mail to each registered Holder of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly so tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date 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 Event of Default under this Indenture, other than a default in the integral multiple thereof. Any Note so accepted for payment of shall cease to accrue interest on and after the Change of Control Payment upon a Change of Control Triggering EventDate. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a seriesNotes, unless the Company shall have exercised its option to redeem the Notes of such series as provided described in Section 3.83.03 of this First Supplemental Indenture, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such this Section 3.04 and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to up to, but not including including, the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each seriesNotes, within 30 days following any Change of Control Triggering Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount Principal Amount of Notes or portions of Notes being repurchased. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this the Indenture, other than an Event of Default arising as a result of a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8Control, the Company shall be required to will make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase purchase all or any part (equal to $2,000 or a higher Euro 1,000 aggregate principal amount and integral multiple of $1,000 in excess thereof) of that Holder’s the Notes of such series on pursuant to the terms set forth in such Notes. In offer described below (the "Change of Control Offer, the Company shall be required to offer payment ") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, thereon to the date of repurchase, plus Additional Amounts, if any, on the Notes repurchased and Liquidated Damages, if any, to but not including the date of repurchase (and in the “Change case of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect Definitive Notes, subject to the Notes right of each seriesHolders of record on the relevant record date to receive interest and Liquidated Damages, within if any, due on the relevant interest payment date and Additional Amounts, if any, in respect thereof). Within 30 days following any Change of Control Triggering Event Control, the Company will publish notice of such in a leading newspaper having a general circulation in New York (which is expected to be The Wall Street Journal) and in Amsterdam (which is expected to be Het Financieele Dagblad) or, at in the Company’s optioncase of Definitive Notes, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, mail a notice shall be mailed to Holders of each Holder, with a copy to the Notes of Trustee, with the applicable series following information: (or otherwise provided in accordance with DTC proceduresi) describing the transaction that constitutes or may constitute the a Change of Control Triggering Event Offer is being made pursuant to this Section 4.15 and offering all Notes properly tendered pursuant to repurchase such Change of Control Offer will be accepted for payment; (ii) the Notes of such series on purchase price and the date specified in the noticepurchase date, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed published, or where relevant, mailed, except as may be otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs required by applicable law (the “"Change of Control Payment Date”"). The notice shall; (iii) any Note not properly tendered will remain outstanding and continue to accrue interest and Liquidated Damages, if mailed or otherwise provided prior to any; (iv) unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer all Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest, as the case may be, and to accrue Liquidated Damages, if any, on or prior to the Change of Control Payment Date; (v) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent and at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided, however, that the Paying Agent receives, not later than the close of business on the last day of the offer period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the principal amount of the Notes surrendered, which unpurchased portion must be equal to Euro 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and will comply with the applicable laws of any non-U.S. jurisdiction in which a Change of Control Offer is made, in each case, to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations contained in this Indenture by virtue thereof. The provisions relating to the Company's obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: permitted by law, (1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2ii) deposit with the paying agent Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3iii) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of that such Notes or portions thereof have been tendered to and purchased by the Company. The Paying Agent will promptly either (x) pay to the Holder against presentation and surrender (or, in the case of partial payment, endorsement) of the Global Notes or (y) in the case of Definitive Notes, mail to each Holder of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the mannerpostage prepaid, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event for such Notes, and the Trustee will promptly authenticate and deliver to the Holder of Default under this Indenturethe Global Notes a new Global Note or Notes or, other than a default in the payment case of Definitive Notes, mail to each Holder a new Definitive Note, as applicable, equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each new Definitive Note will be in a principal amount of Euro 1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Offer on or as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with soon as practicable after the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictPayment Date.

Repurchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to require the Company to repurchase all or any part of its Notes at a purchase price in cash pursuant to the Notes offer described below (the "Change of a seriesControl Offer") equal to 101% of the principal amount thereof, unless plus accrued and unpaid interest and Liquidated Damages, if any, to the Company shall have exercised its option date of purchase (subject to redeem the Notes right of such series as provided holders of record to receive interest on the relevant interest payment date) (the "Change of Control Payment") in Section 3.8accordance with the procedures set forth in paragraphs (c) and (e) of this Section. (b) [Intentionally Omitted] (c) Within 30 days following any Change of Control, the Company shall be required to make an offer (the “Change of Control Offer”) give to each Holder of the Notes and the Trustee in the manner provided in Section 106 a notice stating: (i) that a Change of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of Control has occurred, that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, Offer is being made pursuant to this Section 1010 and that all Notes validly tendered will be accepted for payment; (ii) the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued purchase price and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase purchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part which shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs mailed) (the “"Change of Control Payment Date”"). The notice shall; (iii) that any Note not tendered will continue to accrue interest and Liquidated Damages, if mailed or otherwise provided prior any, pursuant to its terms; (iv) that, unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer any Note accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer shall cease to accrue interest and Liquidated Damages, if any, on or prior to and after the Change of Control Payment Date; (v) that Holders electing to have any Note or portion thereof purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date; (vi) that Holders be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased, and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note -------- issued shall be in a principal amount of $1,000 or integral multiples thereof. (bd) [Intentionally Omitted] (e) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer; (2ii) deposit with the paying agent Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officer's Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail, to the Holders of Notes so accepted, payment in an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to purchase price, and the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate shall promptly authenticate and mail to such Holders a new Note equal in principal amount of any unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a -------- principal amount of $1,000 or portions of Notes being repurchased. (c) integral multiples thereof. The Company shall not be required to make a will publicly announce the results of the Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on or as soon as practicable after the Change of Control Payment Date an Event Date. For purposes of Default under this IndentureSection 1010, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) Trustee shall act as Paying Agent. The Company shall will comply in all material respects with the requirements of Rule 14e-1 l4e-1 under the Exchange Act, 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 event that a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, occurs and the Company shall comply with those securities laws and regulations and will not be deemed is required to have breached its obligations under the Change of Control Offer provisions of repurchase the Notes by virtue of any such conflictunder this Section 1010.

Repurchase of Notes upon a Change of Control. (a) If Subject to paragraph (b) of this Section, not later than 30 days following a Change of Control, the Company will make a Change of Control Triggering Event occurs with respect Offer to the purchase all outstanding Notes of at a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer purchase price (the “Change of Control Offer”"CHANGE OF CONTROL PAYMENT") to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”)purchase; provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in the Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. (b) Prior to complying with any of the provisions of this Section, but in any event within 30 days following a Change of Control, if the Company or any of its offer. In addition▇▇▇▇▇▇▇▇ Group Affiliates is subject to any agreement evidencing Indebtedness (or commitments to extend Indebtedness) that prohibits prepayment or repurchase of the Notes pursuant to a Change of Control Offer, the Company will either repay, or cause its ▇▇▇▇▇▇▇▇ Group Affiliates to repay, all such outstanding Indebtedness of the Company and its ▇▇▇▇▇▇▇▇ Group Affiliates (and terminate all commitments to extend such Indebtedness), or obtain the requisite consents, if any, under all agreements governing such Indebtedness or commitments to permit the repurchase of Notes required by paragraph (a) of this Section. The Company shall first comply with this paragraph (b) before it shall be required to make a Change of Control Offer or to repurchase Notes pursuant to paragraph (a). The Company's failure to comply with paragraph (b) may (with notice and lapse of time) constitute an Event of Default under Section 5.01(a)(iv) but shall not repurchase any Notes if there has occurred and is continuing constitute an Event of Default under Section 5.01(a)(iii). (c) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventDate. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect shall occur at any time, then each holder of Notes shall have the right to require that the Company repurchase such holder's Notes in whole or in part in integral multiples of $1,000 at a purchase price (the "Change of Control Purchase Price") in cash equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest thereon, if any, to the Notes purchase date (the "Change of a seriesControl Purchase Date") pursuant to the offer described in Section 3.5(b) (the "Change of Control Offer") and in accordance with the other procedures set forth in this Indenture. (b) Within 30 days following any Change of Control, the Company shall, unless the Company shall have exercised given each Noteholder notice of its option irrevocable intention to redeem the all outstanding Notes of such series as provided described in Section 3.83.1, notify the Company shall be required to make an offer Trustee thereof and give written notice (the “"Change of Control Offer”Notice") of such Change of Control to each Holder holder of Notes, by first-class mail, postage prepaid, at the Notes Noteholder's address appearing in the Note register, stating, among other things, (i) that a Change of such series to repurchase all or any part Control has occurred, (equal to $2,000 or a higher integral multiple of $1,000 in excess thereofii) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control OfferPurchase Price, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC proceduresiii) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, Purchase Date (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, or otherwise provided orsuch later date as is necessary to comply with requirements under the Exchange Act), if the notice is mailed or otherwise provided prior (iv) that any Note not tendered shall continue to the Change of Control, no earlier than 30 days accrue interest and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation have all of the Change benefits of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default (v) that, unless the Company defaults in the payment of the Change of Control Payment upon Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date, (vi) that Noteholders electing to have any Notes purchased pursuant to a Change of Control Triggering Event. Offer shall be required to surrender the Notes, with the form entitled "Option of Noteholder to Elect Purchase" on the reverse of the Notes completed, to the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date, (dvii) that Noteholders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes delivered for purchase, and a statement that such Noteholder is withdrawing his election to have such Notes purchased, and (viii) that Noteholders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply in all material respects with the requirements of Rule 13e-4 and 14e-1 under the Exchange Act, 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 in connection with a Change of Control. (c) On or before the next Business Day prior to the Change of Control Triggering EventPurchase Date, the Company shall deposit with the Trustee an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof to be tendered on the Change of Control Purchase Date. To On the Change of Control Purchase Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, and (ii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Trustee shall promptly mail to each Noteholder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of such Notes, and the Trustee shall promptly authenticate and mail to each Noteholder 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. The Company shall publicly announce the provisions results of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under on or as soon as practicable after the Change of Control Offer provisions of the Notes by virtue of any such conflictPayment Date.

Repurchase of Notes upon a Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes of a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”); provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) by such other method as determined by a Board Resolution, supplemental indenture or an Officers’ Certificate, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Repurchase of Notes upon a Change of Control. (a) If Subject to paragraph (b) of this Section, not later than 30 days following a Change of Control, the Company will make a Change of Control Triggering Event occurs with respect Offer to the purchase all outstanding Notes of at a series, unless the Company shall have exercised its option to redeem the Notes of such series as provided in Section 3.8, the Company shall be required to make an offer purchase price (the “Change of Control Offer”"CHANGE OF CONTROL PAYMENT") to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or a higher integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in such Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to but not including the date of repurchase (the “Change of Control Payment”)purchase; provided that the principal amount of any Notes remaining outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000 in excess thereof. With respect to the Notes of each series, within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes of the applicable series (or otherwise provided in accordance with DTC procedures) describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise provided or, if the notice is mailed or otherwise provided prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or otherwise provided prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. (c) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in the Indenture applicable to a Change of Control Offer made by the Company and the third party repurchases purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. (b) Prior to complying with any of the provisions of this Section, but in any event within 30 days following a Change of Control, if the Company or any of its offer. In additionWilliams Group Affiliates is subject to any agreement evidencing Indeb▇▇▇▇▇▇▇ (or commitments to extend Indebtedness) that prohibits prepayment or repurchase of the Notes pursuant to a Change of Control Offer, the Company will either repay, or cause its Williams Group Affiliates to repay, all such outstanding Indebtedness ▇▇ ▇▇▇ ▇ompany and its Williams Group Affiliates (and terminate all commitments to extend suc▇ ▇▇▇▇▇▇edness), or obtain the requisite consents, if any, under all agreements governing such Indebtedness or commitments to permit the repurchase of Notes required by paragraph (a) of this Section. The Company shall first comply with this paragraph (b) before it shall be required to make a Change of Control Offer or to repurchase Notes pursuant to paragraph (a). The Company's failure to comply with paragraph (b) may (with notice and lapse of time) constitute an Event of Default under Section 5.01(a)(iv) but shall not repurchase any Notes if there has occurred and is continuing constitute an Event of Default under Section 5.01(a)(iii). (c) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventDate. (d) The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.