Common use of Repurchase at Option of Holders Clause in Contracts

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have Subject to the rightCompany's right to redeem the Notes pursuant to Section 4.1 of the Indenture, at such Holder’s optionupon the occurrence of a Change of Control, to require the Company will be required to make an offer (a "Change of Control Offer") to each Holder to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is part (in a minimum aggregate principal amount at Stated Maturity of $500 or an integral multiple of US$1,000 principal amount, $500) of such Holder's Notes at a purchase price in cash equal to 101% of principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of repurchase price (the “Third Anniversary Repurchase Price”) "Change of Control Payment"). Within 10 days following any Change of Control, if the Company has not sent a redemption notice pursuant to Section 4.3 of the Indenture for all of the Notes, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. If the Company or a Subsidiary consummates any Asset Sale, and the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will, subject to the Intercreditor Agreement, commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 4.8 of the Indenture to purchase or redeem the maximum principal amount at Stated Maturity of Notes and such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to the sum of: (i) 100% of the principal amount of thereof plus accrued and unpaid interest on the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not purchased to the Holders submitting date fixed for the Notes for repurchase on the Repurchase Date but instead to the Holders closing of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice Asset Sale Offer in accordance with the terms procedures set forth in the Indenture, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture; (vi) that . If the Holder shall have aggregate principal amount of Notes and principal amount of other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and other pari passu Indebtedness to be purchased or redeemed on a pro rata basis. Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to each of the Holders containing all instructions and materials necessary to enable such notice in Holders to tender Notes pursuant to the Asset Sale Offer. Holders electing to have a Note purchased pursuant to any Asset Sale 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, or transfer by book-entry transfer, to the Company’s name and at the Company’s expense; provided, howevera depositary, that, in all cases, the text of such Company Notice shall be prepared if appointed by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the a Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) address specified in the case of Physical Notes, notice at least three days before the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Purchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. Repurchase Option Upon Major Transaction or Triggering Event. In ------------------------------------------------------------ addition to all other rights of the holders of the Securities contained herein, simultaneous with or after the occurrence of a Major Transaction (aas defined below) Each Holder or a Triggering Event (as defined below), each holder of Common Shares or Repricing Rights shall have the right, at such Holder’s holder's option, to require the Company to repurchase all or a portion of such holder's Common Shares or Repricing Rights at a price equal to (i) for cash each Common Share with an associated Repricing Right, the greater of (A) 125% of the Purchase Price and (B) the sum of (I) the Purchase Price and (II) the product of (x) the Repricing Rate of the Repricing Right on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture such holder's delivery of a notice of repurchase and (y) the “Repurchase Period”last reported sale price of the Common Stock (as reported by Bloomberg Information Services, Inc. (or any successor thereto to its function of reporting prices "Bloomberg") (on the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all date of such Holder’s Notes, or any portion thereof that is an integral multiple holder's delivery of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% notice of the principal amount of the Notes to be repurchasedrepurchase, (ii) a premium equal to 20% for each Repricing Right without the associated Common Share, the product of (x) the Repricing Rate of the principal amount thereof, Repricing Right on the date such holder's delivery of a notice of repurchase and (y) the last reported sale price of the Common Stock (as reported by Bloomberg) on the date of such holder's delivery of a notice of repurchase and (iii) accrued and unpaid interest tofor each Common Share without an associated Repricing Right, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery 125% of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice Purchase Price (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary "Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03"). (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s NotesExchangeable Debentures, or any portion thereof that is an integral a multiple of US$$1,000 principal amount, in cash, on April 15, 2012, April 15, 2017 and April 15, 2022 (each, a “Repurchase Date”), at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) of 100% of the principal amount of the Notes to be Exchangeable Debentures being repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) provided, however, that any such if the Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest shall be paid not payment date to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders Holder of such Notes record at the close of business on the Regular corresponding Record Date immediately preceding and the Repurchase Date and repurchase price will be 100% of the principal amount of the Exchangeable Debentures to be repurchased. (iib) any Repurchase Date shall not be earlier than On or before the 20th twentieth Business Day immediately following the delivery of the relevant preceding each Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureDate, the Company shall mail a notice (the “Company Notice”) by first class mail or cause to the Trustee, be mailed to the Paying Agent and to each Holder at its address shown in the Note Register all Holders of the Note Registrar record on such date (and to beneficial owners as required by applicable law)) an Issuer Repurchase Notice as set forth in Section 5.03. The Company Notice shall include also deliver a form copy of the Issuer Repurchase Notice to be completed by a holder the Trustee and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Paying Agent and Paying Agent; (v) that the Notes with respect at such time as it is mailed to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior Holders. In addition to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text mailing of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Issuer Repurchase Notice, the Company shall publish disseminate a notice press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information included specified in the Company Notice such notice or publish such information in a The Wall Street Journal or another newspaper of general circulation in The City of New York or publish such information on the CompanyHost REIT’s website website, or through such other public medium as the Company may use shall deem appropriate at that such time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes Exchangeable Debentures pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall 5.02. (c) For an Exchangeable Debenture to be made, so repurchased at the option of the Holder thereofpursuant to this Section 5.02, upon: (A) delivery the Holder must deliver to the Paying Agent by Agent, during the Holder period beginning at 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the applicable Repurchase Date and ending at 5:00 p.m., New York City time, on the second Business Day immediately prior to the applicable Repurchase Date, (i) a written notice of a duly completed notice repurchase (the “Repurchase Notice”) in the form set forth in Attachment 3 to on the Form reverse of Note attached hereto as Exhibit A, the Exchangeable Debenture duly completed (if the Notes are Physical Notes, Exchangeable Debenture is certificated) or in compliance stating the following (if the Exchangeable Debenture is represented by a Global Debenture): (A) the certificate number of the Exchangeable Debenture which the Holder will deliver to be repurchased (if the Exchangeable Debenture is certificated) or that the relevant Repurchase Notice complies with the Depositary’s appropriate Depositary procedures for surrendering interests in global notes, (if the Notes are Exchangeable Debenture is represented by Global NotesDebenture), (B) the portion of the principal amount of the Exchangeable Debenture which the Holder will deliver to be repurchased, which portion must be in each case during principal amounts of $1,000 or an integral multiple of $1,000 (provided that the period beginning at any time from the open remaining principal amount of business on the date Exchangeable Debentures not subject to repurchase must be in an integral multiple of $1,000) and (C) that is 20 Business Days prior to the first day such Exchangeable Debenture shall be repurchased as of the Repurchase Period until the close of business on the date that is 20 Business Days prior Date pursuant to the last day terms and conditions specified in the Exchangeable Debenture and in this Twenty-Third Supplemental Indenture and the Indenture; together with (ii) such Exchangeable Debentures duly endorsed for transfer (if the Exchangeable Debenture if certificated) or book entry transfer of the Repurchase Period; such Exchangeable Debenture (B) if such Exchangeable Debenture is represented by a Global Debenture). The delivery of the Notes, if the Notes are Physical Notes, such Exchangeable Debenture to the Paying Agent with, or at any time after delivery of of, the Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being shall be a condition to the receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenturerepurchase price; provided, however, that such repurchase price shall be so paid pursuant to this Section 5.02 only if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering Exchangeable Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof in the Repurchase Notice contemplated Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Exchangeable Debenture for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) The Company, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 15.01 shall have 5.02, a portion of an Exchangeable Debenture, if the right to withdraw, in principal amount of such portion is $1,000 or a whole or in part, such Repurchase Notice at any time prior multiple of $1,000. Provisions of this Twenty-Third Supplemental Indenture that apply to the close repurchase of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery all of a duly completed written notice of withdrawal an Exchangeable Debenture also apply to the Paying Agent in accordance with Section 15.03. repurchase of such portion of such Exchangeable Debenture. (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (bf) Notwithstanding the foregoing, no Notes may be repurchased Any repurchase by the Company at contemplated pursuant to the option provisions of this Section 5.02 shall be consummated by the delivery of the Holders consideration to be received by the Holder (i) on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer or delivery of the Notes in compliance with Exchangeable Debentures to the procedures Paying Agent is effected prior to the close of business on the Business Day prior to the Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the Depositary shall be deemed to have been cancelled, and, upon such return book-entry transfer or cancellation, as delivery of the case may be, Exchangeable Debenture. Payment of the repurchase price for an Exchangeable Debenture for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Exchangeable Debentures, together with respect thereto shall be deemed necessary endorsements, to have been withdrawnthe Paying Agent.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% If there is a Change of the principal amount Control, OPTI shall be required to make an offer (a “Change of the Notes Control Offer”) to be repurchased, purchase all or any part (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) of each Holder’s Notes at a purchase price equal to not less than 101% of the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable provisions date of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date purchase (the “Repurchase Expiration TimeChange of Control Payment”). Within 30 days following any Change of Control, OPTI shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Holders of Notes that are the subject of a Change of Control Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note. (ii) If OPTI or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$25.0 million, OPTI shall commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) by delivery to purchase the maximum principal amount of a duly completed written notice Notes and other pari passu Indebtedness that may be purchased out of withdrawal the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the Paying Agent date fixed for the closing of such offer in accordance with Section 15.03the procedures set forth in the Indenture. The Paying Agent shall promptly notify To the Company extent that the aggregate amount of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase other pari passu Indebtedness tendered pursuant to this Section 15.01 by a Holder thereof to an Asset Sale Offer is less than the extent Excess Proceeds, OPTI or any Restricted Subsidiary may use such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and deficiency for any purpose not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased otherwise prohibited by the Company at Indenture. If the option of the Holders on the Repurchase Date if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in be purchased. Holders of Notes that are the case subject of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed Asset Sale Offer may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, the Repurchase Notice with respect thereto shall be deemed form entitled “Option of Holder to have been withdrawnElect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third September 15, 2028 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the address of the Paying Agent Officeset forth in the Company Notice, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% If there is a Change of Control, the principal amount Issuer will be required to make an offer (a “Change of the Notes Control Offer”) to be repurchased, purchase all or any part (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) of each Holder’s Notes at a purchase price equal to 101% of the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the applicable provisions date of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date purchase (the “Repurchase Expiration TimeChange of Control Payment”). Within 30 days following any Change of Control, the Issuer will mail a notice, with a copy to the Trustee, to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Holders of Notes that are the subject of a Change of Control Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note. (ii) If Xxxxxxx or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$20.0 million, the Issuer will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) by delivery to purchase the maximum principal amount of a duly completed written notice Notes and other pari passu Indebtedness that may be purchased out of withdrawal the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the Paying Agent date fixed for the closing of such offer in accordance with Section 15.03the procedures set forth in the Indenture. The Paying Agent shall promptly notify To the Company extent that the aggregate amount of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase other pari passu Indebtedness tendered pursuant to this Section 15.01 by a Holder thereof to an Asset Sale Offer is less than the extent Excess Proceeds, Xxxxxxx or any Restricted Subsidiary may use such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and deficiency for any purpose not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased otherwise prohibited by the Company at Indenture. If the option of the Holders on the Repurchase Date if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in be purchased. Holders of Notes that are the case subject of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed Asset Sale Offer may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, the Repurchase Notice with respect thereto shall be deemed form entitled “Option of Holder to have been withdrawnElect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), all subject to the right of such Holder’s Notes, or any portion thereof Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. (b) In certain circumstances following an integral multiple Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of US$1,000 the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amountamount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchasedthis Note, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest tointerest, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (bc) Notwithstanding Holders of Notes that are the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case subject of an acceleration resulting from offer to purchase will receive a default by the Company in the payment Change of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of Control Offer or an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellationAsset Sale Offer, as the case may be, from the Repurchase Notice with respect thereto shall be deemed Company prior to any related purchase date and may elect to have been withdrawnsuch Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Note.

Repurchase at Option of Holders. (a) Each On December 27, 2011 (the “Optional Repurchase Date”), each Holder shall have the right, right (the “Optional Repurchase Right”) at such the Holder’s option, but subject to the provisions of Section 11.2(b)-(i) hereof, to require the Company to repurchase for cash on any Business Day during repurchase, and upon the three-month period commencing on exercise of such right the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”)Company shall repurchase, all of such Holder’s Notes, Securities or any portion of the principal amount thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to $1,000 or any integral multiple thereof (provided, however, that no single Security may be repurchased in part unless the sum of: (i) portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 or integral multiples thereof), at a purchase price in cash equal to 100% of the principal amount of the Notes Securities to be repurchasedrepurchased (the “Optional Repurchase Price”), (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus interest accrued and unpaid interest to, but excluding, the Optional Repurchase Date; provided . (ib) that any such accrued and unpaid interest shall be paid not Prior to the Holders submitting the Notes for repurchase or on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following before the delivery of the relevant Optional Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureDate, the Company shall mail a give to all Holders of Securities notice (the “Company Optional Repurchase Notice”) by first class mail in the manner provided in Section 14.2 hereof, of the Optional Repurchase Right set forth herein. The Company shall also deliver a copy of the Company Optional Repurchase Notice to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Optional Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii1) the Third Anniversary Optional Repurchase Price; (iii2) the Repurchase Period; (iv) the name and address a description of the Conversion Agent and Paying Agent; (v) that the Notes with respect to procedure which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 an Optional Repurchase Right, and a brief description the place or places where such Securities are to be surrendered for payment of those rights. At the Company’s requestOptional Repurchase Price and accrued and unpaid interest, if any; (3) that on the Optional Repurchase Date the Optional Repurchase Price and accrued and unpaid interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date; (4) the Conversion Rate then in effect, the Trustee shall give date on which the right to convert the Securities to be repurchased will terminate and the place where such Securities may be surrendered for conversion; and (5) the place or places where such Securities, together with the Optional Repurchase notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in Exhibit A annexed hereto are to be delivered for payment of the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that timeOptional Repurchase Price and accrued and unpaid interest, if any. No failure of the Company to give the foregoing notices and no or defect therein shall limit the Holders’ repurchase rights any Holder’s right to exercise an Optional Repurchase Right or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option Securities. (c) If any of the Holder thereofforegoing provisions or other provisions of this Article 11 are inconsistent with applicable law, upon:such law shall govern. (Ad) delivery To exercise an Optional Repurchase Right, a Holder shall deliver to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time Trustee prior to the close of business on the second Business Day immediately preceding the Optional Repurchase Date Date: (the “Repurchase Expiration Time”1) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent Holder’s exercise of such right, which notice shall promptly notify set forth the Company name of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoingHolder, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been acceleratedSecurities to be repurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased) and such acceleration has not been rescindeda statement that an election to exercise the Optional Repurchase Right is being made thereby, on or prior to such Repurchase Date (except substantially in the case of an acceleration resulting from a default by form attached hereto as the Company Optional Repurchase notice included in Exhibit A annexed hereto; and (2) the payment of the Third Anniversary Repurchase Price Securities with respect to such Notes)which the Optional Repurchase Right is being exercised. The Paying Agent will promptly return Such written notice shall be irrevocable unless the Company defaults in its obligation to pay the Optional Repurchase Price on the Optional Repurchase Date as required herein. (e) In the event an Optional Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the respective Holders thereof any Physical Notes held by it during Trustee the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Optional Repurchase Price with respect and any accrued and unpaid interest in cash for payment to the Holder on the Optional Repurchase Date. (f) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Optional Repurchase Date, the principal amount of such Notes), Security (or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellationportion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Optional Repurchase Notice with respect thereto Date at the Interest Rate, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid. (g) Any Security which is to be repurchased only in part shall be deemed surrendered to have been withdrawnthe Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered. (h) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.15 hereof. Section 1.3 Exhibit A shall be amended to include the Optional Repurchase notice attached hereto as Annex A.

Repurchase at Option of Holders. (a) Each Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the rightright to require Services to repurchase its Notes in cash pursuant to the offer described in Section 4.13 of the Indenture at a purchase price equal to 101% of the principal amount thereof, at such Holder’s optionplus accrued and unpaid interest thereon and Liquidated Damages, if any, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture purchase. Within 30 days following any Change of Control Triggering Event, Services shall mail a notice to the Trustee and each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (the “Repurchase Period”b) (the Business Day specified by such Holder on which the Notes are required to be repurchasedIf Services, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), CCPR or any Restricted Subsidiary consummates one or more Asset Sales and does not use all of the Net Cash Proceeds from such Holder’s NotesAsset Sales as provided in Section 4.14 of the Indenture, or any portion thereof that is Services will be required, under certain circumstances, to utilize the Net Cash Proceeds from such Asset Sales to offer (an integral multiple of US$1,000 principal amount, "Asset Sale Offer") to purchase Notes at a repurchase purchase price (the “Third Anniversary Repurchase Price”) that is in cash equal to the sum of: (i) 100% of the principal amount of the Notes plus accrued interest and Liquidated Damages, if any, to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepayment. If the Net Cash Proceeds are insufficient to purchase all Notes tendered pursuant to any Asset Sale Offer, the Company Trustee shall mail a notice (select the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice Notes to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice purchased in accordance with the terms of this Article 3 of the Indenture;. (vic) Holders may tender all or, subject to paragraph 8 below, any portion of their Notes in a Change of Control Offer or Asset Sale Offer by completing the form below entitled "OPTION OF HOLDER TO ELECT PURCHASE." (d) Services shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an offer required to be made by Services to repurchase the Notes as a result of a Change of Control Triggering Event or an Asset Sale. To the extent that the Holder shall have the right to withdraw provisions of any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously securities laws or regulations conflict with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must Services shall comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 applicable securities laws and regulations and shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as breached its obligations under the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnIndenture by virtue thereof.

Repurchase at Option of Holders. (a) Each Holder shall have the rightIf there is a Change of Control, at such Holder’s option, to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $1,000 or an integral multiple thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is 's Notes at an integral multiple of US$1,000 principal amount, at a repurchase offer price (the “Third Anniversary Repurchase Price”) that is in cash equal to the sum of: (i) 100101% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages thereon, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepurchase. Within ten days following any Change of Control, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in setting forth the Note Register procedures governing the Change of the Note Registrar (and to beneficial owners Control Offer as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding If the foregoingCompany or a Subsidiary consummates any Asset Sales, no within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be repurchased by the Company at the option purchased out of the Holders on the Repurchase Date if Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes has been acceleratedthereof plus accrued and unpaid interest and Liquidated Damages thereon, and such acceleration has not been rescindedif any, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration date of the Notes (except purchase, in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnNotes.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% If there is a Change of Control, the principal amount Issuer will be required to make an offer (a “Change of the Notes Control Offer”) to be repurchased, purchase all or any part (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) of each Holder’s Notes at a purchase price equal to 101% of the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable provisions date of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date purchase (the “Repurchase Expiration TimeChange of Control Payment”). Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Holders of Notes that are the subject of a Change of Control Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note. (ii) If Compton or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$20.0 million, the Issuer will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) by delivery to purchase the maximum principal amount of a duly completed written notice Notes and other pari passu Indebtedness that may be purchased out of withdrawal the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the Paying Agent date fixed for the closing of such offer in accordance with Section 15.03the procedures set forth in the Indenture. The Paying Agent shall promptly notify To the Company extent that the aggregate amount of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase other pari passu Indebtedness tendered pursuant to this Section 15.01 by a Holder thereof to an Asset Sale Offer is less than the extent Excess Proceeds, Compton or any Restricted Subsidiary may use such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and deficiency for any purpose not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased otherwise prohibited by the Company at Indenture. If the option of the Holders on the Repurchase Date if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in be purchased. Holders of Notes that are the case subject of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed Asset Sale Offer may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, the Repurchase Notice with respect thereto shall be deemed form entitled “Option of Holder to have been withdrawnElect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% If there is a Change of Control, the principal amount Issuer will be required to make an offer (a “Change of the Notes Control Offer”) to be repurchased, purchase all or any part (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) of each Holder’s Notes at a purchase price equal to 101% of the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the applicable provisions date of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date purchase (the “Repurchase Expiration TimeChange of Control Payment”). Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Holders of Notes that are the subject of a Change of Control Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note. (ii) If Xxxxxxx or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$20.0 million, the Issuer will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) by delivery to purchase the maximum principal amount of a duly completed written notice Notes and other pari passu Indebtedness that may be purchased out of withdrawal the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the Paying Agent date fixed for the closing of such offer in accordance with Section 15.03the procedures set forth in the Indenture. The Paying Agent shall promptly notify To the Company extent that the aggregate amount of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase other pari passu Indebtedness tendered pursuant to this Section 15.01 by a Holder thereof to an Asset Sale Offer is less than the extent Excess Proceeds, Xxxxxxx or any Restricted Subsidiary may use such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and deficiency for any purpose not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased otherwise prohibited by the Company at Indenture. If the option of the Holders on the Repurchase Date if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in be purchased. Holders of Notes that are the case subject of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed Asset Sale Offer may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, the Repurchase Notice with respect thereto shall be deemed form entitled “Option of Holder to have been withdrawnElect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder Debentures shall have the right, at such Holder’s option, to require be purchased by the Company to repurchase at the option of the holder for cash on any February 15, 2010, 2015, 2020, 2025, 2030, or the next Business Day during the three-month period commencing on the third (3rd) anniversary of the after each such date of this Indenture (the “Repurchase Period”) (the if any such date is not a Business Day specified by such Holder on which the Notes are required to be repurchased(each, at the election of each Holder, pursuant to this Section 15.01, the a “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase purchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes Debentures to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) . The Company shall pay any accrued and unpaid interest tointerest, including Contingent Interest, if any, and Liquidated Damages, if any, thereon to (but excluding, ) such Repurchase Date to the holders of such Debentures on the record date immediately preceding such Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid . Unless the Company has issued a notice of redemption to redeem the Debentures as set forth in Section 3.01, not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indentureany Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent Trustee and to each Holder at its address shown in the Note Register of the Note Registrar holder (and to beneficial owners as required by applicable law). The Company Notice notice shall include a form of Repurchase Notice repurchase notice to be completed by a holder and shall state: (i) [reserved]the Repurchase Price and the Conversion Rate; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Paying Agent and Paying the Conversion Agent; (viii) that the Notes with respect Debentures as to which a Repurchase Notice has been delivered by a Holder given may be converted if they are otherwise convertible only in accordance with Article 15 hereof and the terms of the Debentures if the Holder withdraws the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (viiv) that Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Holder shall have Repurchase Price for any Debenture as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the right to withdraw any Notes surrendered prior to later of the Repurchase Expiration Time; andDate and the time of surrender of such Debenture as described in (iv); (viivi) the procedures a Holder the holder must follow to exercise its repurchase rights under this Section 15.01 16.01 and a brief description of those rights; (vii) briefly, the conversion rights, if any, with respect to the Debentures; (viii) the procedures for withdrawing a Repurchase Notice; and (ix) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper Purchases of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 Debentures hereunder shall be made, at the option of the Holder holder thereof, upon: (A) delivery to the Paying Agent by the Holder holder of a duly completed written notice of repurchase (the a “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open opening of business on the date that is 20 Business Days prior to the first day of the relevant Repurchase Period Date until the close of business on the date that is 20 last Business Days Day prior to the last day Repurchase Date stating: (1) the certificate number of the Debentures which the holder will deliver to be purchased or the appropriate Depositary procedures if certificated Debentures have not been issued for such Debenture, (2) the portion of the principal amount of the Debenture which the holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, and (3) that such Debenture shall be purchased by the Company as of the Repurchase Period;Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and (B) delivery of the Notes, if the Notes are Physical Notes, such Debenture to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer offices of the NotesPaying Agent, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 16.01 only if the Notes are Global NotesDebenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 16.01, a portion of a Debenture, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 16.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Repurchase Notice must comply with appropriate Depositary proceduresDate and the time of delivery of the Debenture. Notwithstanding anything herein to the contrary, any Holder holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 16.01 shall have the right to withdraw, in whole or in part, withdraw such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding prior to the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.0316.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes Debentures may be repurchased by the Company at the option of the Holders on the Repurchase Date holders if the principal amount of the Notes Debentures has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnDate.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third June 1, 2023 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such . For the avoidance of doubt, accrued and unpaid interest shall payable on the Interest Payment Date falling on June 1, 2023 will not be paid not to the Holders submitting the who have submitted their Notes for repurchase on the Repurchase Date Date, but instead to the Holders of such Notes record at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail send a written notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent, the Conversion Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law)Registrar. The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and the Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (Ai) delivery to the Paying Agent Trustee (or another agent designated for this purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period;; and (Bii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office), or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor, in each case (i) and (ii), during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date. If a Repurchase Notice is given and withdrawn during such period, the Company will be under no obligation to repurchase the Notes, in relation to which the Repurchase Notice was given. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have If a Change of Control occurs, the right, at such Holder’s option, Issuers will be required to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third make an offer (3rd) anniversary a “Change of the date of this Indenture (the “Repurchase PeriodControl Offer”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), purchase all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price part (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 $1 or an integral multiple thereof; (C) [reserved]; (D) of each Holder’s Notes at a purchase price equal to 101% of the Repurchase Date; and (E) that aggregate principal amount thereof plus accrued and unpaid Interest, thereon, to the Notes are date of purchase. Within ten days following any Change of Control, the Issuers shall mail a notice to be repurchased each Holder setting forth the procedures governing the Change of Control Offer as required by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding If the foregoingPartnership or a Restricted Subsidiary consummates any Asset Sales, no within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Partnership shall commence an offer (an “Asset Sale Offer”) pursuant to the procedures set forth in the Indenture to all Holders of Notes may be repurchased by to purchase the Company at the option of the Holders on the Repurchase Date if the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture or the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes has been acceleratedto be purchased in the manner described under Section 3.02 of the Indenture. (c) If the Partnership or its Restricted Subsidiaries experience an Event of Loss, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, and the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Partnership shall commence an offer (an “Event of Loss Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of such acceleration has Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Issuers may use such Excess Loss Proceeds for any purpose not been rescindedotherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, on or prior the Trustee will select the Notes to such Repurchase Date (except be purchased in the case of an acceleration resulting from a default by the Company in the payment manner described under Section 3.02 of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnIndenture.

Repurchase at Option of Holders. (a) Each Holder Upon the occurrence of a Change of Control, the Company shall have make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the rightNotes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, at such Holder’s optionif any, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture purchase (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureControl, the Company shall mail a notice (to each Holder of Notes issued under the “Company Notice”) by first class mail Indenture, with a copy to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the Form form entitled "Option of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Holder to Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding Within 365 days after the foregoingCompany's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, no the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness under Credit Facility Obligations or Guarantor Credit Facility Obligations (and to correspondingly reduce commitments with respect thereto), to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor or Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be repurchased by then redeemed, the Company at the option shall make an offer pursuant to Section 3.10 of the Holders on the Repurchase Date if the principal amount Indenture to purchase at 100% of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.principal

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third June 15, 2028 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus any accrued and unpaid interest Special Interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest Special Interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Special Interest Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s requestrequest (given at least three (3) Business Days before such notice is to be sent (or such shorter period as shall be acceptable to the Trustee)), the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, in whole or in part, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the address of the Paying Agent Officeset forth in the Company Notice, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (Date, in the “Repurchase Expiration Time”) case of Physical Notes, by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.0315.03 or in accordance with the applicable procedures of the Depositary in the case of Global Notes. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders Holders, in whole or in part, on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Upon the occurrence of a Change of Control, each Holder of Notes shall have the right, at such Holder’s option, right to require the Company to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $1,000 or an integral multiple thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price 's Notes pursuant to the offer described below (the “Third Anniversary Repurchase Price”"Change of Control Offer") that is at an offer price in cash equal to the sum of: (i) 100101% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in describing the Note Register transaction or transactions that constitute the Change of the Note Registrar (Control and offering to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01the procedures required by the Indenture and described in such notice. Repurchases Holders of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery that are subject to the Paying Agent an offer to purchase may elect to have such Notes purchased by the Holder of a duly completed notice (the “Repurchase Notice”) in completing the form set forth in Attachment 3 entitled "Option of Holder to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding On the foregoing361st day after an Asset Sale, no if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be repurchased by purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts 154 in the case of similar securities, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company at may use any remaining Excess Proceeds for general corporate purposes. If the option aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the Holders on the Repurchase Date if the aggregate principal amount of the tendered Notes has been acceleratedand Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, and such acceleration has not been rescinded, on or the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed related purchase date and may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, form entitled "Option of Holder to Elect Purchase" on the Repurchase Notice with respect thereto shall be deemed to have been withdrawnreverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on a record date to receive interest due on the relevant Interest Payment Date. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on a record date to receive interest due on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureInterest Payment Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (bc) Notwithstanding Holders of Notes that are the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case subject of an acceleration resulting from offer to purchase will receive a default by the Company in the payment Change of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of Control Offer or an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellationAsset Sale Offer, as the case may be, from the Repurchase Notice with respect thereto shall be deemed Company prior to any related purchase date and may elect to have been withdrawnsuch Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third June 15, 2024 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail deliver a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notesGlobal Notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of Repurchase Date until the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period;Expiration Time; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) Time by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent if such Holder has also delivered surrendered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Eighth Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Eighth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Eighth Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Eighth Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Debentures shall have the right, at such Holder’s option, to require be purchased by the Company to repurchase at the option of the holder for cash on any February 15, 2013, 2015, 2020, or the next Business Day during the three-month period commencing on the third (3rd) anniversary of the after each such date of this Indenture (the “Repurchase Period”) (the if any such date is not a Business Day specified by such Holder on which the Notes are required to be repurchased(each, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”a "REPURCHASE DATE"), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase purchase price (the “Third Anniversary Repurchase Price”"REPURCHASE PRICE") that is equal to the sum of: (i) 100% of the principal amount of the Notes Debentures to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) . The Company shall pay any accrued and unpaid interest tointerest, including Additional Interest, if any, thereon to (but excluding, ) such Repurchase Date to the holders of such Debentures on the record date immediately preceding such Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid . Unless the Company has issued a notice of redemption to redeem the Debentures as set forth in Section 3.01, not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indentureany Repurchase Date, the Company shall mail a notice (the “Company Notice”"COMPANY NOTICE") by first class mail to the Trustee, to the Paying Agent Trustee and to each Holder at its address shown in the Note Register of the Note Registrar holder (and to beneficial owners as required by applicable law). The Company Notice notice shall include a form of Repurchase Notice repurchase notice to be completed by a holder and shall state: (i) [reserved]the Repurchase Price and the Conversion Rate; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Trustee, the Paying Agent and Paying the Conversion Agent; (viii) that the Notes with respect Debentures as to which a Repurchase Notice has been delivered by a Holder given may be converted if they are otherwise convertible only in accordance with Article 15 hereof and the terms of the Debentures if the Holder withdraws the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; 101 (iv) that Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Repurchase Price for any Debenture as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Debenture as described in (iv); (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder the holder must follow to exercise its repurchase rights under this Section 15.01 16.01 and a brief description of those rights; (vii) briefly, the conversion rights, if any, with respect to the Debentures; (viii) the procedures for withdrawing a Repurchase Notice; and (ix) the CUSIP number of the Securities. At the Company’s 's request, the Trustee shall give such notice in the Company’s 's name and at the Company’s 's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper Purchases of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 Debentures hereunder shall be made, at the option of the Holder holder thereof, upon: (A) delivery to the Paying Agent by the Holder holder of a duly completed written notice of repurchase (the “Repurchase Notice”a "REPURCHASE NOTICE") in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open opening of business on the date that is 20 Business Days prior to the first day of the relevant Repurchase Period Date until the close of business on the date that is 20 last Business Days Day prior to the last day Repurchase Date stating: (1) the certificate number of the Debentures which the holder will deliver to be purchased or the appropriate Depositary procedures if certificated Debentures have not been issued for such Debenture, (2) the portion of the principal amount of the Debenture which the holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, and (3) that such Debenture shall be purchased by the Company as of the Repurchase Period;Date pursuant to the terms and conditions specified in the Securities and in this Indenture; provided, however, that if the Debentures are not in certificated form, the notice must comply with appropriate Depositary procedures; and (B) delivery of the Notes, if the Notes are Physical Notes, such Debenture to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer offices of the NotesPaying Agent, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 16.01 only if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering Debenture so delivered to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, conform in whole or in part, such Repurchase Notice at any time prior all respects to the close of business on description thereof in the second Business Day immediately preceding the related Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03Notice. The Paying Agent Company shall promptly notify purchase from the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal holder thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase , pursuant to this Section 15.01 by 16.01, a Holder thereof to the extent such Holder has also delivered portion of a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoingDebenture, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Notes has been accelerated, and purchase of all of a Debenture also apply to the purchase of such acceleration has not been rescinded, on or prior to portion of such Repurchase Date (except in the case of an acceleration resulting from a default Debenture. Any purchase by the Company in contemplated pursuant to the payment provisions of this Section 16.01 shall be consummated by the delivery of the Third Anniversary Repurchase Price with respect consideration to such Notes). The Paying Agent will be received by the holder promptly return to following the respective Holders thereof any Physical Notes held by it during the acceleration later of the Notes (except in Repurchase Date and the case time of an acceleration resulting from a Default by the Company in the payment delivery of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnDebenture.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Eleventh Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Eleventh Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Eleventh Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Eleventh Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Upon the occurrence of a Change of Control, each Holder of Notes shall have the right, at such Holder’s option, right to require the Company to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $1,000 or an integral multiple thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price 's Notes pursuant to the offer described below (the “Third Anniversary Repurchase Price”"CHANGE OF CONTROL OFFER") that is at an offer price in cash equal to the sum of: (i) 100101% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepurchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in describing the Note Register transaction or transactions that constitute the Change of the Note Registrar (Control and offering to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01the procedures required by the Indenture and described in such notice. Repurchases Holders of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery that are subject to the Paying Agent an offer to purchase may elect to have such Notes purchased by the Holder of a duly completed notice (the “Repurchase Notice”) in completing the form set forth in Attachment 3 entitled "Option of Holder to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding On the foregoing361st day after an Asset Sale, no if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be repurchased by purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) thereof plus accrued and unpaid interest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the date of purchase, in accordance with the procedures set forth in this 4.10 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company at may use any remaining Excess Proceeds for general corporate purposes. If the option aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the Holders on the Repurchase Date if the aggregate principal amount of the tendered Notes has been accelerated, and such acceleration has not been rescinded, on the aggregate principal amount (or prior to such Repurchase Date (except accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) of Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an acceleration resulting offer to purchase will receive an Asset Sale Offer from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect prior to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed related purchase date and may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, form entitled "Option of Holder to Elect Purchase" on the Repurchase Notice with respect thereto shall be deemed to have been withdrawnreverse side of this Note.

Repurchase at Option of Holders. (a) Each Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder shall of Notes will have the right, at such Holder’s option, right (except as set forth in the proviso to ‎Section 4.06(a) of the Indenture) to require the Company Issuer to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $1,000 or an integral multiple of $1,000 in excess thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price Notes (the “Third Anniversary Repurchase PriceOffer to Purchase”) that is at a purchase price equal to 100% of the sum of: aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase (isubject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest/Principal Payment Date). If the Issuer or any Subsidiary consummates an Asset Sale or receives Extraordinary Receipts, in certain circumstances specified in ‎Section 4.07 of the Indenture, the Issuer shall commence an offer to all Holders of Notes (an “Offer to Purchase”) pursuant to ‎Section 3.09 of the Indenture to purchase the maximum principal amount of Notes at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest/Principal Payment Date) in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Issuer shall select the Notes to be repurchasedpurchased on a pro rata basis, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) except that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed represented by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered Global Note will be selected by a Holder such method as DTC or its nominee may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03require. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), all subject to the right of such Holder’s Notes, or any portion thereof Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. (b) In certain circumstances following an integral multiple Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.09 of US$1,000 the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amountamount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (bc) Notwithstanding Holders of Notes that are the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case subject of an acceleration resulting from offer to purchase will receive a default by the Company in the payment Change of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of Control Offer or an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellationAsset Sale Offer, as the case may be, from the Repurchase Notice with respect thereto shall be deemed Company prior to any related purchase date and may elect to have been withdrawnsuch Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holders. (a) Each Within a period of ninety (90) days starting from the third (3rd) anniversary of the date of this Instrument (the “Repurchase Period”), each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any cash, within ten (10) Business Day during the three-month period commencing on the third (3rd) anniversary Days of the date of this Indenture the Repurchase Notice (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”as defined below), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 $100,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on date the Repurchase Date but instead Price is fully paid to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice Holder (the “Company NoticeRepurchase Date”) by first class mail to the Trustee), to the Paying Agent and to each Holder at its address shown provided that in the Note Register event of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the exercising such repurchase right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. 9.2(a), each Holder of note is entitled to require the Company to repurchase the Notes only once during the Repurchase Period. (b) Repurchases of Notes under this Section 15.01 9.2 shall be made, at the option of the Holder thereof, upon: (Ai) delivery to the Paying Agent Designated Office by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note Certificate attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case A during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day third (3rd) anniversary of the Repurchase Period date of this Instrument until the close of business on the date that is 20 second Business Days prior to Day immediately preceding the last day of the Repurchase Period;; and (Bii) delivery of the Notes, if the Notes are Physical Notes, Note Certificates to the Paying Agent Designated Office at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor). Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 $100,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this IndentureInstrument; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Company the Repurchase Notice contemplated by this Section 15.01 9.2 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the last day of the Repurchase Date (the “Repurchase Expiration Time”) Period by delivery of a duly completed written notice of withdrawal to the Paying Agent Designated Office in accordance with Section 15.039.4. The Paying Agent shall promptly notify the Company of the receipt by it of any Notes with respect to which a Repurchase Notice or written notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of withdrawal thereofthis Instrument. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 9.2 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 9.3 and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.039.4. (bc) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case including as a result of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such NotesNotes and any related interest described in this Instrument on the Redemption Date). The Paying Agent Company will promptly return to the respective Holders thereof any Physical Notes Note Certificates held by it during the acceleration of the Notes (except in the case including as a result of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such NotesNotes and any related interest described in this Instrument on the Redemption Date), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, and upon such return or cancellation, as the case may bereturn, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Fourteenth Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Fourteenth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Fourteenth Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Fourteenth Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture [_], 2027 (the “Repurchase PeriodDate”) (the Business Day specified by , and such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01option, the “Repurchase DateOption”), all of such Holder’s Notes, or any portion thereof that is an in denominations of US$200,000 principal amount and integral multiple multiples of US$1,000 principal amountin excess thereof, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such . For the avoidance of doubt, accrued and unpaid interest shall payable on the Interest Payment Date falling on the Repurchase Date will not be paid not to the Holders submitting the who have submitted their Notes for repurchase on the Repurchase Date Date, but instead to the Holders of such Notes record at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail send a written notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent, the Conversion Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law)Registrar. The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and the Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.0115.01 (Repurchase at Option of Holders). Repurchases of Notes under this Section 15.01 (Repurchase at Option of Holders) shall be made, at the option of the Holder thereof, upon: (Ai) delivery to the Paying Agent Trustee (or another agent designated for this purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures of Euroclear and/or Clearstream for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period;; and (Bii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office), or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the rules and procedures of the DepositaryEuroclear and/or Clearstream, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor, in each case of (i) and (ii), during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date. If a Repurchase Notice is given and withdrawn during such period, the Company will be under no obligation to repurchase the Notes, in relation to which the Repurchase Notice was given. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be in denominations of US$200,000 principal amount and integral multiples of US$1,000 or an integral multiple in excess thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have Upon the rightoccurrence of a Change of Control, at such Holder’s option, to require the Company shall make an offer (a "Change of Control Offer") to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), purchase all of such Holder’s Notes, or any portion thereof that is part (equal to $1,000 or an integral multiple thereof) of US$1,000 principal amount, the Notes at a repurchase price (the “Third Anniversary Repurchase Price”) that is in cash equal to the sum of: (i) 100101% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon, to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this purchase (the "Change of Control Payment"). Prior to complying with the provisions of Section 4.09 of the Indenture, but in any event within 30 days following a Change of Control, the Company shall either repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all such other Senior Debt and to repay the Indebtedness owed to (and terminate the commitments of) each lender which has accepted such offer or obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes. Within 30 days following any Change of Control, the Company shall mail a notice (to each Holder of Notes issued under the “Company Notice”) by first class mail Indenture, with a copy to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the Form form entitled "Option of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Holder to Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding When the foregoing, no Notes may be repurchased aggregate amount of Excess Proceeds in connection with Asset Sales by the Company at exceeds $5.0 million, the option Company shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Holders on the Repurchase Date if Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of Indenture. The Company will commence an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price Asset Sale Offer with respect to such Notes). The Paying Agent will promptly return Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $5.0 million by mailing by first class mail the notice required pursuant to the respective terms Section 3.10 of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof any Physical Notes held by it during exceeds the acceleration amount of Excess Proceeds, the Trustee shall select the Notes (except in to be purchased on a pro rata basis. Upon completion of such offer to purchase, the case amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an acceleration resulting offer to purchase will receive an Asset Sale Offer from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect prior to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed related purchase date and may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, form entitled "Option of Holder to Elect Purchase" on the Repurchase Notice with respect thereto shall be deemed to have been withdrawnreverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third April 1, 2017 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder Holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this ‎Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section ‎Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section ‎Section 15.01. Repurchases of Notes under this Section ‎Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent OfficeCorporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section ‎Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section ‎Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section ‎Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section ‎Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section ‎Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have If there is a Change of Control, the rightCompany will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, at such Holder’s optionif any, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture purchase (the “Repurchase Period”"Change of Control Payment"). Within 10 business days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) (If the Business Day specified by such Holder Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will commence an offer to all Holders of Notes are required to be repurchasedand, at the election Company's option, all holders of each Holder, other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to this Section 15.01, 3.09 of the “Repurchase Date”), all Indenture to purchase the maximum principal amount of such Holder’s Notes (including any Additional Notes, or any portion thereof ) and other pari passu Indebtedness that is may be purchased out of the Excess Proceeds at an integral multiple of US$1,000 principal amount, at a repurchase offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages thereon, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trusteeif any, to the Paying Agent and to each Holder at its address shown in date fixed for the Note Register closing of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice such offer, in accordance with the terms procedures set forth in the Indenture. To the extent that the aggregate amount of this Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture;. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes." (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description 11 of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice Exhibit A shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices deleted and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance replaced with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall statefollowing: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder shall of Notes will have the right, at such Holder’s option, right (except as provided in the proviso to Section 5.06(a) of the Indenture) to require the Company to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $2,000 or an integral multiple of $1,000 in excess thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price Notes (the “Third Anniversary Repurchase PriceOffer to Purchase”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Company shall send a notice to each Holder setting forth the procedures governing the Offer to Purchase as required by the Indenture and information regarding such other matters as is required under Section 5.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Offer to Purchase. If the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor consummates an Asset Sale, in certain circumstances specified in Section 5.07 the Company shall commence a pro rata offer to all Holders of Notes and all holders of other Debt that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Offer to Purchase”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Debt that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to the sum of: (i) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date) in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Company shall select the Notes to be repurchased, (ii) purchased on a premium equal pro rata basis. Holders of Notes that are the subject of an Offer to 20% Purchase will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not Holder to the Holders submitting the Notes for repurchase Elect Purchase” on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third October 15, 2016 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent OfficeCorporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third April 1, 2023 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Upon the occurrence of a Change of Control, the Company shall have make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the rightNotes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, at such Holder’s optionif any, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture purchase (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election "Change of each Holder, pursuant to this Section 15.01Control Payment"). Within 30 days following any Change of Control, the “Repurchase Date”)Company shall mail a notice to each Holder of Notes issued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) When the aggregate amount of Excess Proceeds in connection with Asset Sales by the Company exceeds $15 million, the Company shall make an offer to all Holders of such Holder’s Notes, or any portion thereof Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that is an integral multiple of US$$1,000 principal amount, that may be purchased out of the Excess Proceeds at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest tointerest, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice purchase in accordance with the procedures set forth in Section 3.10 of the Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $15 million by mailing the notice required pursuant to the terms Section 3.10 of this the Indenture; (vi) , with a copy to the Trustee. To the extent that the Holder shall have aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the right to withdraw Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered prior to by Holders thereof exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of select the Notes to be delivered for repurchase; (B) purchased on a pro rata basis. Upon completion of any such Asset Sale Offer, the portion of the principal amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the Notes subject of an offer to be repurchased, which must be US$1,000 or purchase will receive an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by Asset Sale Offer from the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to any related purchase date and may elect to have such Notes purchased by completing the close form entitled "Option of business Holder to Elect Purchase" on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery reverse side of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, on October 15, 2025 (the “Repurchase Date”), at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus any accrued and unpaid interest interest, if any, to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than Date. On or before the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail deliver a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent (if other than the Company or any Subsidiary thereof) and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s requestwritten request received by the Trustee not less than five Business Days prior to the date the notice is to be given (or such shorter period of time as may be acceptable to the Trustee), the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the CompanyCompany and the Company Notice to be given shall be delivered with the written request. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information by press release or on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Notes or portions thereof shall have the right, at such Holder’s option, to require be purchased by the Company to repurchase at the option of the holder for cash on any Business Day during the three-month period commencing on the third March 15, 2013 and March 15, 2021 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchasedeach, at the election of each Holder, pursuant to this Section 15.01, the “a "Repurchase Date”"), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase purchase price (the “Third Anniversary "Repurchase Price”") that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) . The Company shall pay any accrued and unpaid interest tointerest, including Additional Interest, if any, thereon to (but excluding, the ) such Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not Date to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders holders of such Notes at the close of business on the Regular Record Date record date immediately preceding the such Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indentureany Repurchase Date, the Company shall mail a notice (the “"Company Notice”") by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar holder (and to beneficial owners as required by applicable law). The Company Notice notice shall include a form of Repurchase Notice repurchase notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Noteholder may exercise its repurchase right pursuant to this Section 16.01; (ii) the Third Anniversary Repurchase PricePrice and the Conversion Rate; (iii) the Repurchase Period; (iv) the name and address of the Conversion Trustee, the Paying Agent and Paying the Conversion Agent; (viv) that the Notes with respect as to which a Repurchase Notice has been delivered by a Holder given may be converted only in accordance with Article 15 hereof and the terms of the Notes if the Holder withdraws the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (v) that Notes must be surrendered to the Paying Agent to collect payment; (vi) that the Holder shall have Repurchase Price for any Note as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the right to withdraw any Notes surrendered prior to later of the Repurchase Expiration Time; andDate and the time of surrender of such Note as described in (v); (vii) the procedures a Holder the holder must follow to exercise its repurchase rights under this Section 15.01 16.01 and a brief description of those rights; (viii) briefly, the conversion rights with respect to the Notes; (ix) the procedures for withdrawing a Repurchase Notice; and (x) the CUSIP number of the Notes. At the Company’s 's request, the Trustee shall give such notice in the Company’s 's name and at the Company’s 's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the The Company Notice, the Company shall will promptly publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s 's website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases Purchases of Notes under this Section 15.01 hereunder shall be made, at the option of the Holder holder thereof, upon: (A) delivery to the Paying Agent by the Holder holder of a duly completed written notice (the “Repurchase Notice”) of repurchase substantially in the form set forth in Attachment 3 to on the Form reverse of the Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case D thereto (a "Repurchase Notice") during the period beginning at any time from the open opening of business on the date that is 20 Business Days prior to the first day of the relevant Repurchase Period Date until the close of business on the date that is 20 second Business Days Day prior to the last day Repurchase Date stating: (1) if certificated Notes have been issued, the certificate number of the Notes that the holder will deliver to be purchased, (2) the portion of the principal amount of the Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, and (3) that such Notes shall be purchased by the Company as of the Repurchase Period;Date pursuant to the terms and conditions specified in the Notes and in this Indenture; provided, however, that if the Notes are not in certificated form, the Repurchase Notice must comply with appropriate Depositary procedures; and (B) book-entry transfer or delivery of the Notes, if the Notes are Physical Notes, such Note to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer offices of the NotesPaying Agent, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 16.01 only if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering Note so delivered to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, conform in whole or in part, such Repurchase Notice at any time prior all respects to the close of business on description thereof in the second Business Day immediately preceding the related Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereofNotice. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 tendered by a Holder holder thereof to the extent if such Holder holder has also delivered tendered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding 16.03. The Company shall purchase from the foregoingholder thereof, no Notes may be repurchased by the Company at the option pursuant to this Section 16.01, a portion of the Holders on the Repurchase Date a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Notes has been accelerated, and purchase of all of a Note also apply to the purchase of such acceleration has not been rescinded, on or prior to portion of such Repurchase Date (except in the case of an acceleration resulting from a default Note. 103 Any purchase by the Company in contemplated pursuant to the payment provisions of this Section 16.01 shall be consummated by the delivery of the Third Anniversary Repurchase Price with respect consideration to such Notes). The Paying Agent will be received by the holder promptly return to following the respective Holders thereof any Physical Notes held by it during the acceleration later of the Notes (except in Repurchase Date and the case time of an acceleration resulting from a Default by the Company in the payment delivery of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnNote.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third March 16, 2026 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is equal to US$200,000 or an integral multiple of US$1,000 principal amount200,000 in excess thereof, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Notes or portions thereof shall have the right, at such Holder’s option, to require be repurchased by the Company to repurchase at the option of the holder for cash on any Business Day during the three-month period commencing on the third each of June 15, 2015, June 15, 2020, June 15, 2025, June 15, 2030 and June 15, 2035 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchasedeach, at the election of each Holder, pursuant to this Section 15.01, the a “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase purchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest thereon to, but excluding, the such Repurchase Date; provided (i) that . The Company will pay interest due on any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders Noteholder of such Notes at the close of business record on the Regular relevant Interest Record Date immediately preceding Date, which may or may not be the same Person to whom the Company will pay the Repurchase Date Price, and the Repurchase Price will not include such interest so paid. (iib) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than At least 20 Business Days prior to the third (3rd) anniversary of the date of this Indentureany Repurchase Date, the Company shall mail will send a notice (the “Company Notice”) by electronic transmission or by first class mail to the Trustee, to the Paying Agent Trustee and to each Holder at its address shown in the Note Register of the Note Registrar holder (and to beneficial owners as required by applicable law). The Company Notice notice shall include a the form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the Repurchase Date; (ii) the Third Anniversary Repurchase PricePrice and the Base Conversion Rate; (iii) the Repurchase Period; (iv) the name and address of the Trustee, (or other Paying Agent appointed by the Company) and the Conversion Agent and Paying Agent; (viv) that the Notes with respect as to which a Repurchase Notice has been delivered by a Holder given may be converted only in accordance with Article 8 and the terms of the Notes if the Holder withdraws the applicable Repurchase Notice has been withdrawn in accordance with the terms of this IndentureArticle 9; (v) that Notes must be surrendered to the Paying Agent to collect payment; (vi) that the Holder shall have Repurchase Price for any Note as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the right to withdraw any Notes surrendered prior to later of the Repurchase Expiration Time; andDate and the time of surrender of such Note as described in clause (v) above; (vii) whether or not the Notes are convertible prior to the repurchase and a summary of the procedures a Holder for such conversion; (viii) the procedures the holder must follow to exercise its repurchase rights under this Section 15.01 and 9.01; (ix) the procedures for withdrawing a brief description of those rights. At Repurchase Notice; and (x) the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure CUSIP number of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases Notes. (c) Purchases of Notes under this Section 15.01 9.01 shall be made, at the option of the Holder holder thereof, upon: (Ai) delivery to the Paying Agent by the Holder holder of a duly completed written notice of repurchase substantially in the form set forth on the reverse of the Note as Exhibit E thereto (the a “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the relevant Repurchase Period Date until the close of business on the date that is 20 Business Days prior to Day immediately preceding the last day Repurchase Date stating: (A) if certificated Notes have been issued, the certificate number of the Repurchase PeriodNotes that the holder will deliver to be purchased; (B) delivery the portion of the Notesprincipal amount of the Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and (C) that such Notes shall be purchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Supplemental Indenture; provided, however, that if the Notes are Physical not in certificated form, the Repurchase Notice must comply with appropriate Depositary procedures; and (ii) book-entry transfer of such Notes (or delivery of such certificated Notes, ) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the corporate trust office of the Paying Agent Officein the United States, or such book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such or delivery being a condition to receipt by the Holder holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 9.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. (d) No Repurchase Notice with respect to any Notes are Global Notesmay be surrendered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 9.02. (e) The Company may purchase from the holder thereof, pursuant to this Section 9.01, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Supplemental Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. (f) Any repurchase by the Company contemplated pursuant to the provisions of this Section 9.01 shall be consummated by the payment of the Repurchase Notice must comply with appropriate Depositary procedures. Price promptly following the later of the Business Day following the Repurchase Date and the time of the book-entry transfer or delivery of the Note as described in Section 9.04(a). (g) Notwithstanding anything herein to the contrary, any Holder holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 9.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. 9.03 below. (h) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (bi) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date holders if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such the Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to . (j) In connection with any repurchase, the respective Holders thereof Company will: (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any Physical Notes held by it during other applicable tender offer rules under the acceleration of Exchange Act; (ii) file a Schedule TO or any successor or similar schedule, if required under the Notes Exchange Act; and (except iii) otherwise comply with all applicable U.S. federal and state securities laws in the case of an acceleration resulting from a Default connection with any offer by the Company in to purchase the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each On May 15, 2017 (the “2017 Repurchase Date”), the Holder of Notes shall have the right, at such the Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s their Notes, or any portion of the principal amount thereof that is equal to $1,000 principal amount or an integral multiple of US$$1,000 principal amountin excess thereof, at a repurchase price (the “Third Anniversary 2017 Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchasedrepurchased plus accrued and unpaid interest, (ii) including any Additional Interest, to, but not including, the 2017 Repurchase Date, provided that, such 2017 Repurchase Date falls after a premium equal Regular Record Date and on or prior to 20% the corresponding Interest Payment Date, in which case the Company shall pay the full amount of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any payable on such accrued and unpaid interest shall be paid not Interest Payment Date to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders Holder of such Notes at record as of the close of business on the corresponding Regular Record Date immediately preceding Date. Any Notes repurchased by the Company shall be paid for in cash. (b) In connection with the repurchase of Notes on the 2017 Repurchase Date Date, the Company shall notify the Trustee, the Paying Agent and (ii) any Repurchase Date shall the Holders of Notes, not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later less than 20 Business Days prior to the third (3rd) anniversary 2017 Repurchase Date, of their right to require the date of this IndentureCompany to repurchase their Notes, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary 2017 Repurchase Price; (iii) , the Repurchase Period; (iv) last date on which a Holder may exercise the repurchase right, the name and address of the Conversion Paying Agent and Paying Agent; (v) the repurchase procedures that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder Holders must follow to exercise its require the Company to repurchase rights under this Section 15.01 and a brief description of those rightstheir Notes. At the Company’s request, the Trustee shall give such notice Company Notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. . (c) Simultaneously with providing the Company Noticesuch notice, the Company shall publish a notice containing the foregoing information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. (d) To exercise this repurchase right, the Holder must deliver, on or before the Business Day immediately preceding the 2017 Repurchase Date, the Notes to be repurchased. No failure If the Notes are held in global form, such delivery (and the related 2017 Repurchase Notice) must comply with all Applicable Procedures. Physical Notes must be duly endorsed for transfer, together with a written repurchase notice in the form entitled “Form of 2017 Repurchase Notice” on the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase reverse side of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “2017 Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notesduly completed, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price thereforAgent. Each 2017 Repurchase Notice shall state: (A1) in the case of if Physical NotesNotes have been issued, the certificate numbers of the Notes to be delivered for repurchase; (B2) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 principal amount or an integral multiple of $1,000 in excess thereof; (C) [reserved]; (D) the Repurchase Date; and (E3) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the 2017 Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such 2017 Repurchase Notice at any time prior to the close of business on the second duly completed Business Day immediately preceding the 2017 Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any 2017 Repurchase Notice or written notice of withdrawal thereof. No 2017 Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent if such Holder has also delivered a Fundamental Change Repurchase Right Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Right Notice in accordance with Section 15.03. (be) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default Default by the Company in the payment of the Third Anniversary 2017 Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary 2017 Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the 2017 Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder shall of Notes will have the right, at such Holder’s option, right (except as set forth in the proviso to Section 4.06(a) of the Indenture) to require the Company to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $1,000 or an integral multiple of $1,000 in excess thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price Notes (the “Third Anniversary Repurchase PriceOffer to Purchase”) that is at a purchase price equal to 101% of the sum of: aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase (isubject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Company shall send a written offer to each Holder setting forth the procedures governing the Change of Control Offer to Purchase as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer to Purchase. If the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor consummates an Asset Sale, in certain circumstances specified in Section 4.07 the Company shall commence an offer to all Holders of Notes and all holders of other Pari Passu Secured Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Offer to Purchase”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other Pari Passu Secured Debt that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Company shall select the Notes to be repurchased, (ii) purchased on a premium equal pro rata basis. Holders of Notes that are the subject of an Offer to 20% Purchase will receive an Offer to Purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not Holder to the Holders submitting the Notes for repurchase Elect Purchase” on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), all subject to the right of such Holder’s Notes, or any portion thereof Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. (b) In certain circumstances following an integral multiple Asset Sale, the Company may be required to commence an offer to all Holders of US$1,000 Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amountamount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (bc) Notwithstanding Holders of Notes that are the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case subject of an acceleration resulting from offer to purchase will receive a default by the Company in the payment Change of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of Control Offer or an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellationAsset Sale Offer, as the case may be, from the Repurchase Notice with respect thereto shall be deemed Company prior to any related purchase date and may elect to have been withdrawnsuch Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holders. (a) Each Upon the occurrence of a Change of Control, each Holder of Senior Subordinated Notes shall have the right, at such Holder’s option, right to require the Company to repurchase for all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash on any Business Day during equal to 101% of the three-month period commencing on the third (3rd) anniversary of aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of this Indenture purchase (the “Repurchase Period”"Change of Control Payment"). (b) (If the Business Day specified by Company or any Subsidiary consummates one or more Asset Sales and does not use all of the Net Proceeds from such Holder on which Asset Sales as provided in Section 4.10 of the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01Indenture, the “Repurchase Date”)Company will be required, all of under certain circumstances, to utilize the Excess Proceeds from such Holder’s Notes, or any portion thereof that is Asset Sales to offer (an integral multiple of US$1,000 principal amount, "Excess Proceeds Offer") to purchase Notes at a repurchase purchase price (the “Third Anniversary Repurchase Price”) that is in cash equal to the sum of: (i) 100% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus any accrued and unpaid interest toand Liquidated Damages, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepurchase. If the Excess Proceeds are insufficient to purchase all Notes tendered pursuant to any Excess Proceeds Offer, the Company shall mail a notice (select the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice Notes to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice purchased in accordance with the terms of this Indenture;Article 3 of the Indenture and Section 4.10, as applicable. (vic) Holders may tender all or any portion of their Notes in a Change of Control Offer or Excess Proceeds Offer (collectively, an "Offer") by completing the form below entitled "OPTION OF HOLDER TO ELECT PURCHASE." (d) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Notes as a result of a Change of Control or an Asset Sale. To the extent that the Holder shall have provisions of any securities laws or regulations conflict with provisions of the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company NoticeIndenture, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance comply with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice applicable securities laws and regulations and shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as breached its obligations under the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnIndenture by virtue thereof.

Repurchase at Option of Holders. (a) Each Holder Upon the occurrence of a Change of Control, the Company shall have make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the rightNotes at a price in cash equal to 101% of the aggregate principal amount at maturity thereof plus accrued and unpaid interest, if any, to the date of purchase (or, in the case of repurchases of Notes prior to ____,2002, at such Holder’s option, a purchase price equal to require 101% of the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary Accreted Value thereof as of the date of this Indenture (the “Repurchase Period”repurchase) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election "Change of each Holder, pursuant to this Section 15.01, the “Repurchase Date”Control Payment"), all . Within 65 days following any Change of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureControl, the Company shall mail a notice (to each Holder of Notes issued under the “Company Notice”) by first class mail Indenture, with a copy to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the Form form entitled "Option of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Holder to Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding Within 395 days after the foregoingCompany's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, no the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness of a Restricted Subsidiary of the Company (and to correspondingly reduce commitments with respect thereto) or (b) to repay Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be repurchased by then redeemed, the Company at the option shall make an offer pursuant to Section 3.10 of the Holders on the Repurchase Date if Indenture to purchase at 100% of the principal amount of the Notes has been acceleratedthereof at maturity (or, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of repurchases of Notes prior to ___, 2002, at a purchase price equal to 100% of the Accreted Value thereof as of the date of repurchase) the amount of Notes that would otherwise be redeemed or (c) to an acceleration resulting from investment in property, capital expenditures or assets that are used or useful in a default Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the payment preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall be required to make an Asset Sale Offer to purchase the maximum principal amount of Notes that may be purchased out of the Third Anniversary Repurchase Price with respect Excess Proceeds at an offer price in cash in an amount equal to such Notes). The Paying Agent will promptly return 100% of the principal amount at maturity thereof plus accrued and unpaid interest thereon to the respective Holders thereof any Physical Notes held by it during the acceleration date of the Notes purchase (except or, in the case of an acceleration resulting from repurchases of Notes prior to ______, 2002, at a Default by the Company in the payment purchase price equal to 100% of the Third Anniversary Repurchase Price with respect to such NotesAccreted Value thereof as of the date of repurchase), or any instructions for book-entry transfer of the Notes in compliance accordance with the procedures set forth in Section 3.10 of the Depositary Indenture. To the extent that the aggregate principal amount at maturity or Accreted Value (as applicable) of Notes amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount at maturity of or Accreted Value (as applicable) of Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnreset at zero.

Repurchase at Option of Holders. (a) Each Holder shall have If a Change of Control occurs, the right, at such Holder’s option, Issuers will be required to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third make an offer (3rd) anniversary a “Change of the date of this Indenture (the “Repurchase PeriodControl Offer”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), purchase all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price part (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) of each Holder’s Notes at a purchase price equal to 101% of the Repurchase Date; and (E) that aggregate principal amount thereof plus accrued and unpaid Interest, thereon, to the Notes are date of purchase. Within ten days following any Change of Control, the Issuers shall mail a notice to be repurchased each Holder setting forth the procedures governing the Change of Control Offer as required by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding If the foregoingPartnership or a Restricted Subsidiary consummates any Asset Sales, no within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Partnership shall commence an offer (an “Asset Sale Offer”) pursuant to the procedures set forth in the Indenture to all Holders of Notes may be repurchased by to purchase the Company at the option of the Holders on the Repurchase Date if the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture or the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes has been acceleratedto be purchased in the manner described under Section 3.02 of the Indenture. (c) If the Partnership or its Restricted Subsidiaries experience an Event of Loss, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, and the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Partnership shall commence an offer (an “Event of Loss Offer’’) to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of such acceleration has Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Issuers may use such Excess Loss Proceeds for any purpose not been rescindedotherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, on or prior the Trustee will select the Notes to such Repurchase Date (except be purchased in the case of an acceleration resulting from a default by the Company in the payment manner described under Section 3.02 of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnIndenture.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third April 1, 2024 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable lawlaw and to the Conversion Agent if other than the Trustee). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent (or other agent appointed for such purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent OfficeCorporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third July 1, 2018 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent OfficeCorporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder shall of Notes will have the right, at such Holder’s option, right (except as set forth in the proviso to Section 4.06(a) of the Indenture) to require the Company to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $2,000 or an integral multiple of $1,000 in excess thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price Notes (the “Third Anniversary Repurchase PriceOffer to Purchase”) that is at a purchase price equal to 101% of the sum of: aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase (isubject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Company shall send a written offer to each Holder setting forth the procedures governing the Change of Control Offer to Purchase as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer to Purchase. If the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor consummates an Asset Sale, in certain circumstances specified in Section 4.07 the Company shall commence an offer to all Holders of Notes and all holders of other Pari Passu Secured Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Offer to Purchase”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other Pari Passu Secured Debt that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Company shall select the Notes to be repurchased, (ii) purchased on a premium equal pro rata basis. Holders of Notes that are the subject of an Offer to 20% Purchase will receive an Offer to Purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not Holder to the Holders submitting the Notes for repurchase Elect Purchase” on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Twenty-First Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Twenty-First Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Twenty-First Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Twenty-First Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Twentieth Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Twentieth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Twentieth Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Twentieth Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Fifteenth Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Fifteenth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Fifteenth Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Fifteenth Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Upon the occurrence of a Change of Control, the Company shall have make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the rightNotes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, at such Holder’s optionif any, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture purchase (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election "Change of each Holder, pursuant to this Section 15.01, the “Repurchase Date”Control Payment"), all . Within 30 days following any Change of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureControl, the Company shall mail a notice (to each Holder of Notes issued under the “Company Notice”) by first class mail Indenture, with a copy to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the Form form entitled "Option of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Holder to Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding Within 365 days after the foregoingCompany's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, no the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness under Senior Debt or Guarantor Senior Debt (and to correspondingly reduce commitments with respect thereto), to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor or Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be repurchased then redeemed, the Company shall make an offer pursuant to Section 3.10 of the Indenture to purchase at 100% of the principal amount thereof the amount of Notes that would otherwise be redeemed or (b) to an investment in property, capital expenditures or assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company at or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the option preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall be required to make an Asset Sale Offer to purchase the maximum principal amount of Notes that may be purchased out of the Holders on the Repurchase Date if Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes has been accelerated, thereof plus accrued and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return unpaid interest thereon to the respective Holders thereof any Physical Notes held by it during the acceleration date of the Notes (except purchase, in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance accordance with the procedures set forth in Section 3.10 of the Depositary Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnreset at zero.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third May 1, 2022 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable lawlaw and to the Conversion Agent if other than the Trustee). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent (or other agent appointed for such purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the specified office of the Paying Agent Officeor other Agent appointed for such purpose, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent or other agent appointed for such purpose the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent or other agent appointed for such purpose in accordance with Section 15.03. The Paying Agent or other agent appointed for such purpose shall promptly as soon as practicable notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third February 1, 2024 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest Additional Interest, if any, to, but excluding, the Repurchase Date (unless the Repurchase Date falls after an Additional Interest Record Date but on or prior to the immediately succeeding Additional Interest Payment Date; provided (i) that any such , in which case the Company shall pay on the Additional Interest Payment Date the full amount of accrued and unpaid interest shall be paid not Additional Interest, if any, to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders Holder of such Notes at record as of the close of business on the Regular such Additional Interest Record Date immediately preceding Date, and the Repurchase Date and (ii) any Repurchase Date shall not Price will be earlier than the 20th Business Day immediately following the delivery equal to 100% of the relevant Repurchase Noticeprincipal amount of the Notes to be repurchased). Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable lawlaw and to the Conversion Agent if other than the Trustee). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; andand ​ ​ ​ (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have Upon the rightoccurrence of a Change of Control, at such Holder’s option, to require the Company shall make an offer (a "Change of Control Offer") to repurchase for purchase all or any part (equal to $1,000 or an integral multiple thereof) of the Notes at an offer price in cash on any Business Day during (the three-month period commencing on "Change of Control Payment") equal to 101% of the third (3rd) anniversary of aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of this Indenture purchase (the “Repurchase Period”) ("Change of Control Payment Date"). Notice of a Change of Control Offer shall be mailed by or on behalf of the Business Day specified by such Holder on which Company, with a copy to the Notes are required to be repurchasedTrustee or, at the election option of the Company and at the expense of the Company, by the Trustee within 30 days following a Change of Control to each Holder, pursuant Holder of Notes containing the information set forth in Section 4.17 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Section 15.01Note. (b) When the aggregate amount of Excess Proceeds in connection with Asset Sales by the Company exceeds $5.0 million, the “Repurchase Date”), Company shall make an offer to all Holders of such Holder’s Notes, or any portion thereof Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash equal to the sum of: (i) 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $5.0 million by mailing by first class mail the notice required pursuant to the terms Section 3.10 of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be repurchased, (ii) purchased on a premium equal pro rata basis. Upon completion of such offer to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excludingpurchase, the Repurchase Date; provided (i) that any such accrued and unpaid interest amount of Excess Proceeds shall be paid not reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Holders submitting Company prior to any related purchase date and may elect to have such Notes purchased by completing the Notes for repurchase form entitled "Option of Holder to Elect Purchase" on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date reverse side of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third November 2, 2020 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such . For the avoidance of doubt, accrued and unpaid interest shall payable on the Interest Payment Date falling on November 1, 2020 will not be paid not to the Holders submitting the who have submitted their Notes for repurchase on the Repurchase Date Date, but instead to the Holders of such Notes record at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail send a written notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent, the Conversion Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law)Registrar. The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and the Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (Ai) delivery to the Paying Agent Trustee (or another agent designated for this purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period;; and (Bii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office), or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor, in each case (i) and (ii), during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date. If a Repurchase Notice is given and withdrawn during such period, the Company will be under no obligation to repurchase the Notes, in relation to which the Repurchase Notice was given. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third October 15, 2017 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail send a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law)Registrar. The Company Notice shall include a form of Repurchase Notice to be completed by a holder Holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent OfficeCorporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (AC) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (BD) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third September 15, 2027 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the address of the Paying Agent Officeset forth in the Company Notice, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Upon the occurrence of a Change of Control, each Holder of Notes shall have the right, at such Holder’s option, right to require the Company to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $1,000 or an integral multiple thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price 's Notes pursuant to the offer described below (the “Third Anniversary Repurchase Price”"CHANGE OF CONTROL OFFER") that is at an offer price in cash equal to the sum of: (i) 100101% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepurchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in describing the Note Register transaction or transactions that constitute the Change of the Note Registrar (Control and offering to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01the procedures required by the Indenture and described in such notice. Repurchases Holders of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery that are subject to the Paying Agent an offer to purchase may elect to have such Notes purchased by the Holder of a duly completed notice (the “Repurchase Notice”) in completing the form set forth in Attachment 3 entitled "Option of Holder to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding On the foregoing361st day after an Asset Sale, no if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be repurchased by purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) thereof plus accrued and unpaid interest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 4.10 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company at may use any remaining Excess Proceeds for general corporate purposes. If the option aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the Holders on the Repurchase Date if the aggregate principal amount of the tendered Notes has been accelerated, and such acceleration has not been rescinded, on the aggregate principal amount (or prior to such Repurchase Date (except accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) of Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an acceleration resulting offer to purchase will receive an Asset Sale Offer from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect prior to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed related purchase date and may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by completing the case may be, form entitled "Option of Holder to Elect Purchase" on the Repurchase Notice with respect thereto shall be deemed to have been withdrawnreverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third December 1, 2024 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and the Conversion Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable lawlaw and to the Conversion Agent if other than the Trustee). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to last date on which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes right pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03.); (bii) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date Price; (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, iii) the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.Date;

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third January 31, 2028 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an a minimum of US$200,000 principal amount and integral multiple multiples of US$1,000 principal amountin excess thereof , at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Rxxxxxxxxx Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent, the Conversion Agent if other than the Trustee and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable lawApplicable Law and to the Conversion Agent if other than the Trustee). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent or other agent appointed for such purpose by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s rules and procedures of Euroclear and/or Clearstream for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the specified office of the Paying Agent Officeor other agent appointed for such purpose, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the rules and procedures of the DepositaryEuroclear and/or Clearstream, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be at least US$200,000 and integral multiples of US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Datein excess thereof ; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary proceduresrules and procedures of Euroclear and/or Clearstream. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent or other agent appointed for such purpose the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent or other agent appointed for such purpose in accordance with Section 15.03. The Paying Agent or other agent appointed for such purpose shall promptly as soon as practicable notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case including as a result of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such NotesNotes and any related interest described in this Indenture on the Tax Redemption Date). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case including as a result of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such NotesNotes and any related interest described in this Indenture on the Tax Redemption Date), or any instructions for book-entry transfer of the Notes in compliance with the rules and procedures of the Depositary Euroclear and/or Clearstream shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the rightright to require Services to repurchase its Notes in cash pursuant to the offer described in Section 4.13 of the Indenture at a purchase price equal to 101% of the principal amount thereof, at such Holder’s optionplus accrued and unpaid interest thereon and Liquidated Damages, if any, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture purchase. Within 30 days following any Change of Control Triggering Event, Services shall mail a notice to the Trustee and each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (the “Repurchase Period”b) (the Business Day specified by such Holder on which the Notes are required to be repurchasedIf Services, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), CCPR or any Restricted Subsidiary consummates one or more Asset Sales and does not use all of the Net Cash Proceeds from such Holder’s NotesAsset Sales as provided in Section 4.14 of the Indenture, or any portion thereof that is Services will be required, under certain circumstances, to utilize the Net Cash Proceeds from such Asset Sales to offer (an integral multiple of US$1,000 principal amount, "Asset Sale Offer") to purchase Notes at a repurchase purchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes plus accrued interest and Liquidated Damages, if any, to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepayment. If the Net Cash Proceeds are insufficient to purchase all Notes tendered pursuant to any Asset Sale Offer, the Company Trustee shall mail a notice (select the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice Notes to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice purchased in accordance with the terms of this Article 3 of the Indenture;. (vic) Holders may tender all or, subject to paragraph 8 below, any portion of their Notes in a Change of Control Offer or Asset Sale Offer by completing the form below entitled OPTION OF HOLDER TO ELECT PURCHASE." (d) Services shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an offer required to be made by Services to repurchase the Notes as a result of a Change of Control Triggering Event or an Asset Sale. To the extent that the Holder shall have the right to withdraw provisions of any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously securities laws or regulations conflict with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must Services shall comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 applicable securities laws and regulations and shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as breached its obligations under the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnIndenture by virtue thereof.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third September 15, 2019 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent OfficeCorporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent Trustee in accordance with Section 15.03. The Paying Agent Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Eighteenth Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Eighteenth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Eighteenth Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Eighteenth Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third each of May 5, 2017, May 1, 2022 and May 1, 2027 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchasedeach, at the election of each Holder, pursuant to this Section 15.01, the a “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) together with accrued and unpaid interest to, but excluding, the such Repurchase Date; provided (i) that any such accrued and unpaid interest (other than accrued and unpaid interest with respect to the Repurchase Date on May 5, 2017) shall be paid not to the Holders submitting the Notes for repurchase on the relevant Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the such Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indentureeach Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (viv) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (viv) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (viivi) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notesGlobal Notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open opening of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent OfficeAgent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$in multiples of $1,000 or an integral multiple thereof;and (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent if such Holder has also delivered surrendered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the any Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Upon the occurrence of a Change of Control, each Holder of Notes shall have the right, at such Holder’s option, right to require the Company to repurchase for cash on all or any Business Day during the three-month period commencing on the third part (3rdequal to $1,000 or an integral multiple thereof) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price 's Notes pursuant to the offer described below (the “Third Anniversary Repurchase Price”"Change 140 of Control Offer") that is at an offer price in cash equal to the sum of: (i) 100101% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenturepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in describing the Note Register transaction or transactions that constitute the Change of the Note Registrar (Control and offering to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01the procedures required by the Indenture and described in such notice. Repurchases Holders of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery that are subject to the Paying Agent an offer to purchase may elect to have such Notes purchased by the Holder of a duly completed notice (the “Repurchase Notice”) in completing the form set forth in Attachment 3 entitled "Option of Holder to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding On the foregoing361st day after an Asset Sale, no if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be repurchased by purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company at may use any remaining Excess Proceeds for general corporate purposes. If the option aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the Holders on the Repurchase Date if the aggregate principal amount of the tendered Notes has been acceleratedand Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, and such acceleration has not been rescinded, on or the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed related purchase date and may elect to have been cancelled, and, upon such return or cancellation, as Notes purchased by 141 completing the case may be, form entitled "Option of Holder to Elect Purchase" on the Repurchase Notice with respect thereto shall be deemed to have been withdrawnreverse side of this Note.

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third June 15, 2029 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the address of the Paying Agent Officeset forth in the Company Notice, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each At any time on or after December 3, 2024, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered pursuant to this Section 15.01 that is equal to $1,000 or an integral multiple of US$1,000 principal amount$1,000, at a repurchase price on the date (the “Third Anniversary Repurchase PriceDate”) specified by the Company that is equal to the sum of: not less than ten (i10) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third or more than thirty (3rd30) anniversary of Business Days following the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder receipt of a duly completed notice from such Holder (a) if the “Repurchase Notice”) Notes are Physical Notes, in the form set forth in as Attachment 3 5 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (Bb) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of Applicable Procedures for surrendering interests in Global Notes (such applicable notice, the Depositary“Optional Repurchase Notice”), in each case such delivery being at a condition repurchase price equal to receipt by the Holder 100% of the Third Anniversary principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Repurchase Date (the “Repurchase Price”), unless the Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes be equal to be delivered for repurchase; (B) the portion 100% of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 15.01. A Holder shall have the right to withdraw, in whole or in part, such deliver an Optional Repurchase Notice at any time prior to December 3, 2024 provided that, notwithstanding the close date of business on the second Business Day immediately preceding delivery of any such notice, the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal shall not be required to the Paying Agent in accordance with Section 15.03precede December 3, 2024. The Paying Agent shall promptly notify the Company of the receipt by it of any Optional Repurchase Notice. Within five (5) Business Days of receipt of any Optional Repurchase Notice, the Company shall notify each Holder that has delivered any such Optional Repurchase Notice or written notice of withdrawal thereof. No the Repurchase Notice Date with respect to any the Notes may be delivered specified therein and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount calculation of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect thereto. Repurchases of Notes under this Section 15.01 shall be made on the applicable Repurchase Date specified by the Company following delivery by a Holder to such Notes). The the Paying Agent will promptly return of an Optional Repurchase Notice and (i) if the Notes are Physical Notes, the delivery by the Holder to the respective Holders thereof any Physical Notes held by it during the acceleration Paying Agent of the Notes specified in such Optional Repurchase Notice (except in together with all necessary endorsements for transfer) at the case of an acceleration resulting from a Default by the Company in the payment office of the Third Anniversary Repurchase Price with respect to such Notes)Paying Agent, or any instructions for book-(ii) if the Notes are Global Notes, the book entry transfer of the Notes to the Paying Agent, in compliance with the procedures Applicable Procedures of the Depositary shall be deemed to have been cancelledDepositary, and, upon with such return delivery or cancellationbook entry transfer, as applicable, being a condition to the case may be, obligation of the Company to pay the Repurchase Notice with Price due in respect thereto shall be deemed to have been withdrawnof such Notes.

Repurchase at Option of Holders. (a) Each Holder Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall have the right, at such make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s optionNotes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture settlement (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election Change of each Holder, pursuant to this Section 15.01, the “Repurchase Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Twenty-Second Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Twenty-Second Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Holder’s Notes, or any portion thereof Pari Passu Indebtedness that is an integral multiple may be purchased out of US$1,000 principal amountthe Excess Proceeds, at a repurchase an offer price (the “Third Anniversary Repurchase Price”) that is in cash in an amount equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon to the Settlement Date, subject to the right of Holders submitting the Notes for repurchase of record on the Repurchase relevant record date to receive interest due on an Interest Payment Date but instead to the Holders of such Notes at the close of business that is on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days or prior to the third (3rd) anniversary of the date of this IndentureSettlement Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms procedures set forth in the Twenty-Second Supplemental Indenture. If any Excess Proceeds remain after consummation of this an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Twenty-Second Supplemental Indenture; (vi) that . If the Holder shall have the right to withdraw any aggregate principal amount of Notes surrendered prior to by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description amount of those rights. At the Company’s requestExcess Proceeds, the Trustee shall give select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such notice adjustments as may be deemed appropriate by the Trustee so that only Notes in the Company’s name and at the Company’s expense; provideddenominations of $2,000, howeveror integral multiples of $1,000 in excess of $2,000, that, in all cases, the text of such Company Notice shall be prepared by purchased) on the Companybasis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Simultaneously with providing Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Notice, prior to any related purchase date and may elect to have such Notes purchased by completing the Company shall publish a notice containing the information included in the Company Notice in a newspaper form entitled “Option of general circulation in The City of New York or publish such information Holder to Elect Purchase” on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery reverse of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have Upon the rightoccurrence of a Change of Control, at such Holder’s option, to require the Company shall make an offer (a "Change of Control Offer") to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), purchase all of such Holder’s Notes, or any portion thereof that is part (equal to $1,000 or an integral multiple thereof) of US$1,000 principal amount, the Notes at a repurchase price (the “Third Anniversary Repurchase Price”) that is in cash equal to the sum of: (i) 100101% of the aggregate principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) thereof plus accrued and unpaid interest toand Liquidated Damages, but excludingif any, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not thereon, to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this purchase (the "Change of Control Payment"). Prior to complying with the provisions of Section 4.09 of the Indenture, but in any event within 30 days following a Change of Control, the Company shall either repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all such other Senior Debt and to repay the Indebtedness owed to (and terminate the commitments of) each lender which has accepted such offer or obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes. Within 30 days following any Change of Control, the Company shall mail a notice (to each Holder of Notes issued under the “Company Notice”) by first class mail Indenture, with a copy to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the Form form entitled "Option of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business Holder to Elect Purchase" on the date that is 20 Business Days prior to the first day reverse side of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03Note. (b) Notwithstanding When the foregoing, no Notes may be repurchased aggregate amount of Excess Proceeds in connection with Asset Sales by the Company at exceeds $5.0 million, the option Company shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Holders on the Repurchase Date if Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of Indenture. The Company will commence an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price Asset Sale Offer with respect to such Notes). The Paying Agent will promptly return Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $5.0 million by mailing by first class mail the notice required pursuant to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.terms

Repurchase at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third June 1, 2028 (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, at the election of each Holder, pursuant to this Section 15.01, the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$$1,000 principal amount, at a repurchase price (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) plus any accrued and unpaid interest Special Interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest Special Interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Special Interest Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase NoticeDate. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this IndentureRepurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form Form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase PeriodDate; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period Date until the close of business on the date that is 20 second Business Days prior to the last day of Day immediately preceding the Repurchase Period;Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the address of the Paying Agent Officeset forth in the Company Notice, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (EC) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders. (a) Each Holder shall have If a Change of Control occurs, the right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of the date of this Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are Issuers will be required to be repurchased, at the election make an offer (a "Change of each Holder, pursuant Control Offer") to this Section 15.01, the “Repurchase Date”), purchase all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000 principal amount, at a repurchase price part (the “Third Anniversary Repurchase Price”) that is equal to the sum of: (i) 100% of the principal amount of the Notes to be repurchased, (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$$1,000 or an integral multiple thereof; (C) [reserved]; (D) of each Holder's Notes at a purchase price equal to 101% of the Repurchase Date; and (E) that aggregate principal amount thereof plus accrued and unpaid Interest and Liquidated Damages, if any, thereon, to the Notes are date of purchase. Within ten days following any Change of Control, the Issuers shall mail a notice to be repurchased each Holder setting forth the procedures governing the Change of Control Offer as required by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding If the foregoingPartnership or a Restricted Subsidiary consummates any Asset Sales, no within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuers shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to the procedures set forth in the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes and secured by Pari Passu Collateral containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase with the Excess Proceeds an amount equal to the maximum principal amount of Notes and such other Indebtedness that may be repurchased purchased out of the Excess Proceeds, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid Interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Company at Indenture or the option Collateral Documents. If the aggregate principal amount of Notes and such other Indebtedness tendered pursuant to such Asset Sale Offer exceeds the Holders amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on the Repurchase Date if a pro rata basis based on the principal amount of Notes and such other Indebtedness tendered and will select the Notes has been acceleratedto be purchased in the manner described under Section 3.02 of the Indenture. (c) If the Partnership or its Restricted Subsidiaries experience an Event of Loss, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, and such acceleration has not been rescindedthe aggregate amount of Excess Loss Proceeds exceeds $5.0 million, on or prior the Issuers shall commence an offer to such Repurchase Date all Holders of Notes (except an ``Event of Loss Offer'') and holders of other Indebtedness that is pari passu with the Notes and secured by Pari Passu Collateral containing provisions similar to those set forth in the case of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price Indenture with respect to offers to purchase or redeem with the proceeds of Events of Loss to purchase the maximum principal amount of Notes and such Notes). The Paying Agent will promptly return other Indebtedness that may be purchased out of such Excess Loss Proceeds, pro rata in proportion to the respective Holders thereof any Physical Notes held by it during the acceleration principal amounts of the Notes (except and such other Indebtedness. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid Interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Issuers may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes and such other Indebtedness tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and such other Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other Indebtedness tendered and will select the Notes to be purchased in the case of an acceleration resulting from a Default by the Company in the payment manner described under Section 3.02 of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawnIndenture.