Common use of Change of Control; Asset Sales Clause in Contracts

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If Upon the occurrence of a Change of Control occursTriggering Event, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in minimum denominations of €100,000 and in integral multiples of $€1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than $2,000the minimum denomination of €100,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Any Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c3.7(d) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c3.7(d) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Common Depositary, if appointed by the Issuer, or a the Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer Company has exercised its right to redeem all of the Notes under Section 5.1 paragraph 6 of the Indenture[ ] Notes Supplemental Indenture and all conditions precedent applicable to such redemption have been satisfied, each Holder shall have the right to require the Issuer Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate that is prior to the relevant redemption date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer Disposition that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Company shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Disposition Offer from the Issuer Company prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Company or a Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Purchase Date. 5 Insert applicable number. 6 Insert date of issuance of Notes.

Change of Control; Asset Sales. (a) If Upon the occurrence of a Change of Control occursTriggering Event, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in minimum denominations of €100,000 and in integral multiples of $€1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than $2,000the minimum denomination of €100,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Any Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Common Depositary, if appointed by the Issuer, or a the applicable Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer Company has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer Disposition that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Company shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Disposition Offer from the Issuer Company prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Company or a Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Purchase Date.

Change of Control; Asset Sales. (a) If As more fully described and subject to the terms set forth in the Indenture, upon the occurrence of a Change of Control occurs, unless Triggering Event after the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the IndentureIssue Date, each Holder shall holder will have the right to require the Issuer to repurchase purchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holderholder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes thereof, plus accrued and unpaid interest, if any, to, to (but excluding, not including) the date of purchase (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) as provided ininterest payment date falling prior to or on the purchase date), and subject except to the terms of, extent the Issuer has previously elected to redeem Notes under Section 5.1 of the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Any Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 5.9 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, the Depositary, if appointed by the Issuer, or a the Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer Company has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer Disposition that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Company shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Disposition Offer from the Issuer Company prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Company or a Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Purchase Date.

Change of Control; Asset Sales. (a) If Upon the occurrence of a Change of Control occursTriggering Event, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall will have the right to require the Issuer to repurchase all or any part (in minimum denominations of $150,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000150,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Any Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, the applicable Depositary, if appointed by the Issuer, or a the applicable Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $150,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000150,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If Upon the occurrence of a Change of Control occursTriggering Event, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall will have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $150,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000150,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Any Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of €100,000 and in integral multiples of $€1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than $2,000the minimum denomination of €100,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuers, a Common Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 paragraph 6 of the Indenture[___] Notes Supplemental Indenture and all conditions precedent applicable to such redemption have been satisfied, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer Disposition that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Disposition Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer or a Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Purchase Date.

Change of Control; Asset Sales. (a) If As more fully described and subject to the terms set forth in the Indenture, upon the occurrence of a Change of Control occurs, unless Triggering Event after the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the IndentureIssue Date, each Holder shall holder will have the right to require the Issuer to repurchase purchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holderholder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes thereof, plus accrued and unpaid interest, if any, to, to (but excluding, not including) the date of purchase (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) as provided ininterest payment date falling prior to or on the purchase date), and subject except to the terms of, extent the Issuer has previously elected to redeem Notes under Section 5.1 of the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Any Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 5.9 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, the Depositary, if appointed by the Issuer, or a the Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the IndentureIndenture or an Alternate Offer has been made, each Holder shall have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the redemption date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)or Alternate Offer, any such Change of Control Offer or Alternate Offer may, at the Issuer’s discretiondiscretion of the Issuer or a third party making such offer, be subject to one or more conditions precedent, including . The purchase date of any related Equity Offering. In addition, if such Change of Control Offer or notice purchase that is subject to satisfaction of one or more conditions precedent, such notice shall state thatprecedent may, in the Issuer’s discretiondiscretion of the Issuers or such third party making such offer, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers or such third party in their sole discretion), or such purchase may not occur and any notice with respect to such notice purchase may be modified, extended or rescinded in the event that any or all such conditions shall not have yet been satisfied (or waived by the Issuers or such third party in their sole discretion) by the purchase date, or by the purchase date so delayeddelayed (which may exceed 60 days from the date of the notice in such case). (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer Company has exercised its right to redeem all of the Notes under Section 5.1 paragraph 6 of the Indenture[ ] Notes Supplemental Indenture and all conditions precedent applicable to such redemption have been satisfied, each Holder shall have the right to require the Issuer Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer Disposition that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Company shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Disposition Offer from the Issuer Company prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Company or a Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Closing Date, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the redemption date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)Offer, any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section Sections 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer or Intercompany Loan Refinancing that requires the purchase of Notes pursuant to Section 3.7(c3.7(d) or 3.20 of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) 3.7(d), 3.20 and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer or Intercompany Loan Refinancing Offer, as applicable, from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall will have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase will not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall will state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall will be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall will not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall Issuers will be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and Section 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of 8 With respect to the Initial Notes. $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the redemption date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)Offer, any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders and, if required by the terms of any Parity Lien Debt and, if the asset or property disposed of in the Asset Sale was not Collateral, Pari Passu Indebtedness, to all holders of such Parity Lien Debt or Pari Passu Indebtedness, as applicable, to purchase the maximum principal amount of such Notes and Parity Lien Debt or Pari Passu Indebtedness, as applicable, on a pro rata basis in accordance with Section Sections 3.7(c) and 5.8 of the Indenture at an offer price price, in the case of the Notes, in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer Company has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount thereof would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms and conditions of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, As provided in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) 3.7 of the Indenture, the Issuer shall Company may be required to apply certain Excess Proceeds from certain Asset Dispositions to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer a purchase price in cash in an amount equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). , all on the terms and subject to the conditions set forth in the Indenture. (c) Holders of electing to surrender their Notes that are the subject of an offer for repurchase as contemplated by paragraph (a) or (b) above shall be required to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date complete and may elect to have such Note purchased pursuant to such offer by completing submit the form entitled “Option of Holder To to Elect Purchase” attached hereto, or transferring its interest in such Note hereto and to deliver the Notes it elects to surrender for repurchase by book-entry transfertransfer or, to in the Issuer case of Definitive Notes, by delivery of such Definitive Notes (with such endorsements as the Company or the Trustee or a Paying Agent at may request) to the address Company or such other Person as may be specified in by the notice Company at least three Business Days before (x) the Purchase Dateapplicable Change of Control Payment Date or (y) the last day of the applicable Asset Disposition Offer Period, as the case may be, and comply with other terms and conditions set forth in or provided pursuant to the Indenture.

Change of Control; Asset Sales. (a) If Upon the occurrence of a Change of Control occursTriggering Event, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall will have the right to require the Issuer to repurchase all or any part (in minimum denominations of $150,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000150,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture.. [[5541447]] (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Any Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c3.7(d) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c3.7(d) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has Issuers have exercised its their right to redeem all of the 2025 Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the 2025 Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of 2025 Notes less than the minimum denomination of $2,000) of such Holder’s 2025 Notes at a purchase price in cash equal to 101% of the principal amount of the 2025 Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the purchase date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)Offer, any such Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of 2025 Notes pursuant to Section 3.7(c3.7(d) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase 2025 Notes in accordance with Section 3.7(cSections 3.7(d) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the 2025 Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such 2025 Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such 2025 Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Closing Date, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to 8 With respect to the Initial Notes. require the Issuer to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the redemption date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)Offer, any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section Sections 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Closing Date, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in minimum denominations of $2,000 and in integral 8 With respect to the Initial Notes. multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the redemption date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)Offer, any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section Sections 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall will have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof (or if a PIK Payment has been made, in minimum denominations of $2,000 and in integral multiples of $1.00 in excess thereof); provided that no Note may be tendered the Notes submitted or selected for purchase will not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall will state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall will be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall will not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall Issuers will be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and Section 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer Company has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer Disposition that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Company shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Disposition Offer from the Issuer Company prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Company or a Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Purchase Date. 1 To be included in Notes bearing the Private Placement Legend.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the purchase date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)Offer, any such Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c3.7(d) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(cSections 3.7(d) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has Issuers have exercised its their right to redeem all of the Notes under Section 5.1 of the IndentureIndenture or an Alternate Offer has been made, each Holder shall have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the redemption date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)or Alternate Offer, any such Change of Control Offer or Alternate Offer may, at the Issuer’s discretiondiscretion of the Issuer or a third party making such offer, be subject to one or more conditions precedent, including . The purchase date of any related Equity Offering. In addition, if such Change of Control Offer or notice purchase that is subject to satisfaction of one or more conditions precedent, such notice shall state thatprecedent may, in the Issuer’s discretiondiscretion of the Issuers or such third party making such offer, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers or such third party in their sole discretion), or such purchase may not occur and any notice with respect to such notice purchase may be modified, extended or rescinded in the event that any or all such conditions shall not have yet been satisfied (or waived by the Issuers or such third party in their sole discretion) by the purchase date, or by the purchase date so delayeddelayed (which may exceed 60 days from the date of the notice in such case). (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry bookentry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control other than a Permitted Change of Control occurs, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall will have the right to require the Issuer to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except 1 in excess thereof; provided that no Note may be tendered the Notes submitted or selected for purchase will not result in part if the remaining a Holder with a principal amount would be of Notes less than the minimum denomination of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101101.0% of the principal amount Current Accretion Amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering), any such Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including including, but not limited to, consummation of any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall will state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall will be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall will not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall will be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) and Section 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount Current Accretion Amount of the Notes, plus accrued and unpaid interest interest, if any, to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occurs, unless the Issuer has exercised its right to redeem all of the Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, 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) ), except to the extent the Issuer has previously elected to issue a notice of full redemption as described in Article V, as provided in, and subject to the terms of, the Indenture. (b) In connection Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Notes as described in Section 5.1 of the Indenture, the Issuer shall deliver a notice (a “Change of Control Offer”) to each Holder with any a copy to the Trustee and the Paying Agent, or otherwise in accordance with the procedures of DTC, describing: (i) that a Change of Control has occurred or, if the Change of Control Offer is being made in advance of a Change of Control, that a Change of Control is expected to occur, and that such holder has, or upon such occurrence will have, the right to require the Issuer to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (including but not including) to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (ii) the transaction or transactions that constitute, or are expected to constitute, such Change of Control; (iii) the purchase date (which shall be no earlier than ten days nor later than 60 days from the date such notice is sent) (the “Change of Control Payment Date”); (iv) that any Note not properly tendered will remain outstanding and continue to accrue interest; (v) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the net cash proceeds form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the paying agent receives, not later than the expiration time of the Change of Control Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such holder is withdrawing its tendered Notes and its election to have such Notes purchased; (viii) that if a Holder (other than a holder of a Global Note) is tendering for purchase less than all of its Notes, the Issuer will issue new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered and the unpurchased portion of the Notes must be equal to $2,000 or an Equity Offering)integral multiple of $1,000 in excess thereof; (ix) if such notice is delivered prior to the occurrence of a Change of Control, any stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and (x) the other instructions determined by the Issuer, consistent with this covenant, that a holder must follow in order to have its Notes purchased. (c) Any Change of Control Offer may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if If such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied or waived by the Issuer in its sole discretion, or such purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the purchase date, or by the purchase date so delayed. (cd) In the event of an Asset Sale Offer that requires the purchase of Notes pursuant to Section 3.7(c) of the Indenture, the Issuer shall be required to make an offer to all Holders to purchase Notes in accordance with Section 3.7(c) 3.7 and 5.8 of the Indenture at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such Note by book-entry transfer, to the Issuer Issuer, a Depositary or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.

Change of Control; Asset Sales. (a) If a Change of Control occursoccurs after the Issue Date, unless the Issuer has Issuers have exercised its their right to redeem all of the 2028 Notes under Section 5.1 of the Indenture, each Holder shall have the right to require the Issuer Issuers to repurchase all or any part (in minimum denominations of $2,000 and in integral multiples of $1,000 except in excess thereof; provided that no Note may be tendered the 2028 Notes submitted or selected for purchase shall not result in part if the remaining a Holder with a principal amount would be of 2028 Notes less than the minimum denomination of $2,000) of such Holder’s 2028 Notes at a purchase price in cash equal to 101% of the principal amount of the 2028 Notes plus accrued and unpaid interest, if any, to, but excluding, 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 DateDate falling prior to or on the purchase date) as provided in, and subject to the terms of, the Indenture. (b) In connection with any Change of Control Offer (including with the net cash proceeds of an Equity Offering)Offer, any such Change of Control Offer may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such Change of Control Offer or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s Issuers’ discretion, the purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the purchase date, or by the purchase date so delayed. (c) In the event of an Asset Sale Offer that requires the purchase of 2028 Notes pursuant to Section 3.7(c3.7(d) of the Indenture, the Issuer Issuers shall be required to make an offer to all Holders to purchase 2028 Notes in accordance with Section 3.7(cSections 3.7(d) and 5.8 of the Indenture at an offer price in cash in an amount equal to 100100.0% of the principal amount of the 2028 Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date). Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuer Issuers prior to any related purchase date and may elect to have such 2028 Note purchased pursuant to such offer by completing the form entitled “Option of Holder To Elect Purchase” attached hereto, or transferring its interest in such 2028 Note by book-entry transfer, to the Issuer Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date.