Common use of Change of Control Put Clause in Contracts

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock shall exercise the right to require PSC to repurchase all or any part of such holder's PSC Notes or PCC Preferred Stock, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the greater of (i) 101% and (ii) the then applicable Fixed Early Payment Amount, in either case, of the principal amount of the Tranche D Term Loans then outstanding (such amount, the "Change of Control Put Amount"), plus accrued and unpaid interest, if any, to the date of prepayment and all other Obligations due to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in paragraph (b) below. (b) At least ten (10) Business Days prior to the occurrence of any Put Change of Control, the Borrower shall mail a notice to each Tranche D Term Loan Lender (the "Put Offer"), with a copy to the Agent, stating: (i) that a Put Change of Control will occur and that such Tranche D Term Loan Lender has the right to require the Borrower to prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunder); (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the prepayment date (which shall be the date of the occurrence of such Put Change of Control); and (iv) the reasonable instructions determined by the Borrower and Agent, consistent with this section, that a Lender must follow in order to accept the Put Offer, which must allow each Tranche D Term Loan Lender at least ten (10) Business Days after receipt of such Put Offer by each Tranche D Term Loan Lender to accept such Put Offer. (c) Lenders electing to have their Tranche D Term Loans prepaid will be required to surrender their Tranche D Term Notes to the Agent at the address specified in Section 13.03 on the prepayment date. (d) On the prepayment date, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower under this section shall be cancelled by the Borrower, and the Borrower shall pay the Change of Control Put Amount to the Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled thereto. (e) For the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 1.21 may not be amended, modified or otherwise waived without the consent of the Tranche D Term Loan Lenders holding in the aggregate at least eighty percent (80%) of the outstanding Tranche D Term Loans.

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock , each Lender shall exercise have the right (i) to terminate its Term Loan Commitment and/or (ii) to require PSC the Borrower to repurchase prepay all or any part portion of such holder's PSC Notes or PCC Preferred StockLender’s Term Loans, as applicabletogether with a prepayment premium thereon equal to 1.00% of the aggregate principal amount of such Term Loans prepaid (it being agreed that, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or prepayment by the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence Borrower of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D any Term Loans pursuant to Section 2.10 shall have been accelerated in accordance with Article IXbe subject to the foregoing prepayment premium). Upon termination of any Term Loan Commitments under this Section 2.22, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to shall pay the greater of (i) 101% and (ii) the then applicable Fixed Early Payment Amount, in either case, of the principal amount of the Tranche D Term Loans then outstanding (such amount, the "Change of Control Put Amount"), plus accrued and unpaid interestcommitment fees, if any, thereon. All prepayments under this Section 2.22 shall be accompanied by the premium referred to above and accrued and unpaid interest on the principal amount prepaid to but excluding the date of prepayment payment and all other Obligations due shall be subject to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in paragraph (b) belowSection 2.15(c). (b) At least ten (10) Business Days prior to the occurrence of Within 30 days following any Put Change of Control, the Borrower shall mail a provide written notice to each Tranche D Term Loan Lender (the "Put Offer"), with a copy to the Agent, Administrative Agent stating: (i) that a Put Change of Control will occur has occurred and that such Tranche D Term Loan each Lender has the right to terminate its Term Loan Commitment and/or require the Borrower to prepay all or any portion of such Lender's Tranche D ’s Term Loans in full at a prepayment price equal accordance with this Section 2.22 (such right being referred to as the “Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunderPut”); (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the commitment termination and prepayment date (which shall be no earlier than 30 days nor later than 60 days from the date of the occurrence of such Put Change of Controlnotice is given); and (iv) the reasonable instructions determined by the Borrower and Agent, consistent with this section, that a Lender must follow in order to accept the Put Offer, which must allow each Tranche D terminate its Term Loan Lender at least ten Commitment and/or have its Term Loans prepaid under this Section 2.22 (10) Business Days after which shall be consistent with this Section 2.22 and shall be determined by the Borrower and reasonably satisfactory to the Administrative Agent (with the Borrower agreeing to consult with the Administrative Agent regarding such instructions reasonably in advance of the date such written notice is given)). Promptly upon receipt by the Administrative Agent of such Put Offer by written notice, the Administrative Agent shall make available a copy thereof to each Tranche D Term Loan Lender to accept such Put OfferLender. (c) Lenders electing to have their Tranche D The Borrower shall prepay in accordance with Section 2.22(a) all Term Loans prepaid will be required (together with all other amounts referred to surrender their Tranche D Term Notes to the Agent at the address specified in Section 13.03 2.22(a)) as to which the Change of Control Put shall have been exercised, on the prepayment datedate specified in the notice referred to in Section 2.22(b). Any prepayment pursuant to this Section 2.22 of Term Loans of any Class (but not, for the avoidance of doubt, in excess of 100.0% of the aggregate principal amount of the Term Loans prepaid) shall be applied to reduce the subsequent Installments to be paid pursuant to Section 2.9 with respect to Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments). (d) On Notwithstanding the prepayment dateforegoing provisions of this Section 2.22, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower shall not be required to provide the notice referred to in Section 2.22(b) or to make any payment required under this section shall be cancelled by Section 2.22 following a Change of Control if a third party provides, on behalf of the Borrower, such notice in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 2.22 and prepays, on behalf of the Borrower shall pay and in accordance with this Section 2.22, all Term Loans (together with all other amounts referred to in Section 2.22(a)) as to which the Change of Control Put Amount to the Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled theretoshall have been exercised. (e) For the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 1.21 may not be amended, modified or otherwise waived without the consent of the Tranche D Term Loan Lenders holding in the aggregate at least eighty percent (80%) of the outstanding Tranche D Term Loans.

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock , Holder shall exercise the right to require PSC to repurchase all or any part of such holder's PSC Notes or PCC Preferred Stock, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full Company to repurchase this Note at a prepayment purchase price in cash equal to the greater of Actual Prepayment Value without any premium or penalty (i) 101% and (ii) the then applicable Fixed Early Payment Amount, in either case, of the principal amount of the Tranche D Term Loans then outstanding (such amount, the "“Change of Control Put Amount"Purchase Price”), plus accrued and unpaid interest, if any, to the date of prepayment and all other Obligations due to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (b) belowof this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) At least ten (10) Business Days prior to the occurrence of Within 60 days following any Put Change of Control, the Borrower Company shall mail a notice to each Tranche D Term Loan Lender Holder (the "Put “Change of Control Offer"), with a copy to the Agent, ”) stating: (i) that a Put Change of Control will occur has occurred and that such Tranche D Term Loan Lender Holder has the right to require the Borrower Company to prepay such Lender's Tranche D Term Loans in full purchase this Note at a prepayment price equal to the Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunder)Purchase Price; (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the prepayment repurchase date (which shall be no earlier than 10 days nor later than 30 days from the date of the occurrence of such Put Change of Controlnotice is mailed); and (iv) the reasonable instructions instructions, determined by the Borrower and Agent, Company consistent with this sectionSection, that a Lender Xxxxxx must follow in order to accept the Put Offer, which must allow each Tranche D Term Loan Lender at least ten (10) Business Days after receipt of such Put Offer by each Tranche D Term Loan Lender to accept such Put Offerhave this Note purchased. (c) Lenders electing If Holder elects to have their Tranche D Term Loans prepaid will this Note purchased it shall be required to inform the Company and surrender their Tranche D Term Notes to the Agent this Note at the address specified in Section 13.03 on the prepayment notice at least three Business Days prior to the purchase date. Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that Xxxxxx is withdrawing its election to have this Note purchased. (d) On the prepayment purchase date, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower under this section shall be cancelled by the Borrower, and the Borrower Company shall pay the Change of Control Put Amount Purchase Price to the Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled theretoHolder. (e) For Notwithstanding the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the foregoing provisions of this Section 1.21 may 3.3, the Company shall not be amended, modified or otherwise waived without required to make a Change of Control Offer upon a Change of Control if a third party makes the consent Change of the Tranche D Term Loan Lenders holding Control Offer in the aggregate manner, at least eighty percent the times and otherwise in compliance with the requirements set forth in paragraph (80%b) of this Section 3.3, applicable to a Change of Control Offer made by the outstanding Tranche D Term LoansCompany and purchases this Note validly tendered and not withdrawn under such Change of Control Offer.

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock shall exercise the right to require PSC to repurchase all or any part of such holder's PSC Notes or PCC Preferred Stock, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IXSection 9.02, have the right to require that the Borrower (i) prepay in full such Lender's Tranche D Term Pro Rata Share of the Outstanding Amount of all Loans at such time and to Cash Collateralize such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time in full at a prepayment price an amount equal to up to 105% of the amount thereof and (ii) pay such Lender a put premium determined by multiplying such Lender's Commitment immediately prior to giving effect to the exercise of its rights under this Section 2.13 by a percentage equal to the percentage amount by which the greater of (i) 101% and (ii) the percentage then applicable in effect under the Borrower Term Loan Agreement (as in effect as the Closing Date) for calculation of the Fixed Early Payment Amount, in either case, of Amount exceeds par (the principal aggregate amount of the Tranche D Term Loans then outstanding (such amountprepayment and premium due with respect to any Lender, the such Lender's "Change of Control Put Amount"), plus accrued and unpaid interest, if any, to the date of prepayment and prepayment, all other Obligations due to such Tranche D Term Loan Lenders Lender under this Agreement and the other Loan DocumentsDocuments and any incremental amount over and above such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations which is required by any L/C Issuer to Cash Collateralize such L/C Obligations, in accordance with the terms contemplated in of paragraph (b) below. The portion of any Lender's Change of Control Put Amount attributable to (and equal to) such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding the premium relating thereto, but including any incremental amount over and above such Outstanding Amount which is required by any L/C Issuer to Cash Collateralize such L/C Obligations) shall be retained by the applicable L/C Issuer(s) and applied to Cash Collateralize such Lender's Pro Rata Share of such L/C Obligations, whereupon such Lender automatically shall be released from all of its obligations to the Borrower, the Administrative Agent and/or such L/C Issuer in respect of Letters of Credit under this Agreement. (b) At least ten (10) Business Days prior to the occurrence of any Put Change of Control, the Borrower shall mail a notice to each Tranche D Term Loan Lender (the "Put Offer"), with a copy to the Administrative Agent, stating: (i) that a Put Change of Control will occur and that such Tranche D Term Loan Lender has the right to require the Borrower to prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunder); (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control); (iii) the prepayment date (which shall be the date of the occurrence of such Put Change of Control); and (iv) the reasonable instructions determined by the Borrower and Administrative Agent, consistent with this section, that a Lender must follow in order to accept the Put Offer, which must allow each Tranche D Term Loan Lender at least ten (10) Business Days after receipt of such Put Offer by each Tranche D Term Loan Lender to accept such Put Offer. (c) Lenders electing to have their Tranche D Term Loans prepaid will be required to surrender their Tranche D Term Notes to the Administrative Agent at the address specified in Section 13.03 11.02 on the prepayment date. (d) On the prepayment date, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower under this section Section 2.13 shall be cancelled by the Borrower, and the Borrower shall pay the Change of Control Put Amount to the Administrative Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled thereto. (e) For the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 1.21 may not be amended, modified or otherwise waived without the consent of the Tranche D Term Loan Lenders holding in the aggregate at least eighty percent (80%) of the outstanding Tranche D Term Loans.

Change of Control Put. (a) Upon In the occurrence event of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder , each Holder of PSC Notes or PCC outstanding shares of Series B-2 Preferred Stock shall exercise the right to require PSC to repurchase all or any part of may, at such holder's PSC Notes or PCC Preferred StockHolder’s election, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the greater of (i) 101% and effective as of immediately prior to the Change of Control Effective Date, convert all or a portion of its shares of Series B-2 Preferred Stock pursuant to 1(a) (without regard to any limitations on conversion) or (ii) require the then Company to purchase all of such Holder’s shares of Series B-2 Preferred Stock that have not been so converted at a purchase price per share of Series B-2 Preferred Stock (a “Change of Control Put”) for an amount in cash (in the case of clause (A)) or the applicable Fixed Early Payment Amount, consideration (in either case, the case of clause (B)) for each such share of Series B-2 Preferred Stock (the principal amount of the Tranche D Term Loans then outstanding (such amount, the "“Change of Control Put Amount")Price”) equal to, plus accrued and unpaid interestat the Holder’s election (or if the Holder does not so elect, if anythe greater of, to as determined by the date Board acting in good faith) (A) the Liquidation Preference of prepayment and all such share of Series B-2 Preferred Stock or (B) the amount of cash and/or other Obligations due assets such Holder would have received in the transaction constituting a Change of Control had such Holder, immediately prior to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in paragraph (b) below. (b) At least ten (10) Business Days prior to the occurrence of any Put Change of Control, converted such share of Series B-2 Preferred Stock into Common Stock pursuant to 1(a) but without regard to any of the Borrower limitations on convertibility contained therein (provided, that if the kind or amount of securities, cash and other property receivable in such transaction is not the same for each share of Common Stock held immediately prior to such transaction by a Person, then the kind and amount of securities, cash and other property receivable on Change of Control Put following such transaction shall mail a notice be deemed to each Tranche D Term Loan Lender (be the "weighted average of the types and amounts of consideration received by all holders of Common Stock). The Company shall not take any action that would be reasonably expected to impair the Company’s ability to pay the Change of Control Put Offer"Price when due, including by investing available funds in illiquid assets. For clarity, but subject to 1(e), with any shares of Series B-2 Preferred Stock that a copy to the Agent, stating: Holder does not convert as set forth in clause (i) that a Put Change of Control will occur and that such Tranche D Term Loan Lender has the right to require the Borrower to prepay such Lender's Tranche D Term Loans in full at a prepayment price equal above or subject to the Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunder); as set forth in clause (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the prepayment date (which above shall be the date of the occurrence of such Put Change of Control); and (iv) the reasonable instructions determined by the Borrower and Agent, consistent with this section, that a Lender must follow in order to accept the Put Offer, which must allow each Tranche D Term Loan Lender at least ten (10) Business Days after receipt of such Put Offer by each Tranche D Term Loan Lender to accept such Put Offerremain outstanding as provided herein. (c) Lenders electing to have their Tranche D Term Loans prepaid will be required to surrender their Tranche D Term Notes to the Agent at the address specified in Section 13.03 on the prepayment date. (d) On the prepayment date, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower under this section shall be cancelled by the Borrower, and the Borrower shall pay the Change of Control Put Amount to the Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled thereto. (e) For the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 1.21 may not be amended, modified or otherwise waived without the consent of the Tranche D Term Loan Lenders holding in the aggregate at least eighty percent (80%) of the outstanding Tranche D Term Loans.

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock , Seller shall exercise the right to require PSC to repurchase all or any part of such holder's PSC Notes or PCC Preferred Stock, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full Company to repurchase this Note at a prepayment purchase price in cash equal to the greater of (i) 101100% and (ii) the then applicable Fixed Early Payment Amount, in either case, of the outstanding principal amount thereof on the date of repurchase, plus accrued and unpaid interest to the Tranche D Term Loans then outstanding date of repurchase but without any premium or penalty (such amount, the "Change of Control Put AmountPurchase Price"), plus accrued and unpaid interest, if any, to the date of prepayment and all other Obligations due to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by TRW Auto to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Seller provided for in paragraph (b) belowof this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause TRW Auto to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by TRW Auto to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) At least ten (10) Business Days prior to the occurrence of Within 60 days following any Put Change of Control, the Borrower Company shall mail a notice to each Tranche D Term Loan Lender Seller (the "Put Change of Control Offer"), with a copy to the Agent, ) stating: (i) that a Put Change of Control will occur has occurred and that such Tranche D Term Loan Lender Seller has the right to require the Borrower Company to prepay such Lender's Tranche D Term Loans in full purchase this Note at a prepayment price equal to the Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunder)Purchase Price; (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the prepayment repurchase date (which shall be no earlier than 10 days nor later than 30 days from the date of the occurrence of such Put Change of Controlnotice is mailed); and (iv) the reasonable instructions determined by the Borrower and Agent, Company consistent with this sectionSection, that a Lender Seller must follow in order to accept the Put Offer, which must allow each Tranche D Term Loan Lender at least ten (10) Business Days after receipt of such Put Offer by each Tranche D Term Loan Lender to accept such Put Offerhave this Note purchased. (c) Lenders electing If Seller elects to have their Tranche D Term Loans prepaid will this Note purchased it shall be required to inform the Company and surrender their Tranche D Term Notes to the Agent this Note at the address specified in Section 13.03 on the prepayment notice at least three Business Days prior to the purchase date. Seller shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that Seller is withdrawing its election to have this Note purchased. (d) On the prepayment purchase date, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower under this section shall be cancelled by the Borrower, and the Borrower Company shall pay the Change of Control Put Amount Purchase Price to the Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled theretoSeller. (e) For Notwithstanding the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the foregoing provisions of this Section 1.21 may 3.3, the Company shall not be amended, modified or otherwise waived without required to make a Change of Control Offer upon a Change of Control if a third party makes the consent Change of the Tranche D Term Loan Lenders holding Control Offer in the aggregate manner, at least eighty percent the times and otherwise in compliance with the requirements set forth in paragraph (80%b) of this Section 3.3, applicable to a Change of Control Offer made by the outstanding Tranche D Term LoansCompany and purchases this Note validly tendered and not withdrawn under such Change of Control Offer.

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock , each Lender shall exercise have the right (i) to terminate its Term Loan Commitment and/or (ii) to require PSC the Borrower to repurchase prepay all or any part portion of such holder's PSC Notes or PCC Preferred StockLender’s Term Loans, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance together with Article IX, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a prepayment price premium thereon equal to the greater of (i) 1011.00% and (ii) the then applicable Fixed Early Payment Amount, in either case, of the aggregate principal amount of the Tranche D Term Loans then outstanding (such amount, the "Change of Control Put Amount"), plus accrued and unpaid interest, if any, to the date of prepayment and all other Obligations due to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in paragraph (b) below.Term (b) At least ten (10) Business Days prior to the occurrence of Within 30 days following any Put Change of Control, the Borrower shall mail a provide written notice to each Tranche D Term Loan Lender (the "Put Offer"), with a copy to the Agent, Administrative Agent stating: (i) that a Put Change of Control will occur has occurred and that such Tranche D Term Loan each Lender has the right to terminate its Term Loan Commitment and/or require the Borrower to prepay all or any portion of such Lender's Tranche D ’s Term Loans in full at a prepayment price equal accordance with this Section 2.22 (such right being referred to as the “Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunderPut”); (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the commitment termination and prepayment date (which shall be no earlier than 30 days nor later than 60 days from the date of the occurrence of such Put Change of Controlnotice is given); and (iv) the reasonable instructions determined by the Borrower and Agent, consistent with this section, that a Lender must follow in order to accept the Put Offer, which must allow each Tranche D terminate its Term Loan Lender at least ten Commitment and/or have its Term Loans prepaid under this Section 2.22 (10) Business Days after which shall be consistent with this Section 2.22 and shall be determined by the Borrower and reasonably satisfactory to the Administrative Agent (with the Borrower agreeing to consult with the Administrative Agent regarding such instructions reasonably in advance of the date such written notice is given)). Promptly upon receipt by the Administrative Agent of such Put Offer by written notice, the Administrative Agent shall make available a copy thereof to each Tranche D Term Loan Lender to accept such Put OfferLender. (c) Lenders electing to have their Tranche D The Borrower shall prepay in accordance with Section 2.22(a) all Term Loans prepaid will be required (together with all other amounts referred to surrender their Tranche D Term Notes to the Agent at the address specified in Section 13.03 2.22(a)) as to which the Change of Control Put shall have been exercised, on the prepayment datedate specified in the notice referred to in Section 2.22(b). Any prepayment pursuant to this Section 2.22 of Term Loans of any Class (but not, for the avoidance of doubt, in excess of 100.0% of the aggregate principal amount of the Term Loans prepaid) shall be applied to reduce the subsequent Installments to be paid pursuant to Section 2.9 with respect to Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments). (d) On Notwithstanding the prepayment dateforegoing provisions of this Section 2.22, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower shall not be required to provide the notice referred to in Section 2.22(b) or to make any payment required under this section shall be cancelled by Section 2.22 following a Change of Control if a third party provides, on behalf of the Borrower, such notice in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 2.22 and prepays, on behalf of the Borrower shall pay and in accordance with this Section 2.22, all Term Loans (together with all other amounts referred to in Section 2.22(a)) as to which the Change of Control Put Amount to the Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled theretoshall have been exercised. (e) For the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 1.21 may not be amended, modified or otherwise waived without the consent of the Tranche D Term Loan Lenders holding in the aggregate at least eighty percent (80%) of the outstanding Tranche D Term Loans.

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock , each Lender shall exercise have the right (i) to terminate its Term Loan Commitment and/or (ii) to require PSC the Borrower to repurchase prepay all or any part portion of such holder's PSC Notes or PCC Preferred StockLender’s Term Loans, as applicabletogether with a prepayment premium thereon equal to 1.00% of the aggregate principal amount of such Term Loans prepaid (it being agreed that, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or prepayment by the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence Borrower of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D any Term Loans pursuant to Section 2.10 shall have been accelerated in accordance with Article IXbe subject to the foregoing prepayment premium). Upon termination of any Term Loan Commitments under this Section 2.22, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to shall pay the greater of (i) 101% and (ii) the then applicable Fixed Early Payment Amount, in either case, of the principal amount of the Tranche D Term Loans then outstanding (such amount, the "Change of Control Put Amount"), plus accrued and unpaid interestcommitment fees, if any, thereon. All prepayments [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] under this Section 2.22 shall be accompanied by the premium referred to above and accrued and unpaid interest on the principal amount prepaid to but excluding the date of prepayment payment and all other Obligations due shall be subject to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in paragraph (b) belowSection 2.15(c). (b) At least ten (10) Business Days prior to the occurrence of Within 30 days following any Put Change of Control, the Borrower shall mail a provide written notice to each Tranche D Term Loan Lender (the "Put Offer"), with a copy to the Agent, Administrative Agent stating: (i) that a Put Change of Control will occur has occurred and that such Tranche D Term Loan each Lender has the right to terminate its Term Loan Commitment and/or require the Borrower to prepay all or any portion of such Lender's Tranche D ’s Term Loans in full at a prepayment price equal accordance with this Section 2.22 (such right being referred to as the “Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunderPut”); (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the commitment termination and prepayment date (which shall be no earlier than 30 days nor later than 60 days from the date of the occurrence of such Put Change of Controlnotice is given); and (iv) the reasonable instructions determined by the Borrower and Agent, consistent with this section, that a Lender must follow in order to accept the Put Offer, which must allow each Tranche D terminate its Term Loan Lender at least ten Commitment and/or have its Term Loans prepaid under this Section 2.22 (10) Business Days after which shall be consistent with this Section 2.22 and shall be determined by the Borrower and reasonably satisfactory to the Administrative Agent (with the Borrower agreeing to consult with the Administrative Agent regarding such instructions reasonably in advance of the date such written notice is given)). Promptly upon receipt by the Administrative Agent of such Put Offer by written notice, the Administrative Agent shall make available a copy thereof to each Tranche D Term Loan Lender to accept such Put OfferLender. (c) Lenders electing to have their Tranche D The Borrower shall prepay in accordance with Section 2.22(a) all Term Loans prepaid will be required (together with all other amounts referred to surrender their Tranche D Term Notes to the Agent at the address specified in Section 13.03 2.22(a)) as to which the Change of Control Put shall have been exercised, on the prepayment datedate specified in the notice referred to in Section 2.22(b). Any prepayment pursuant to this Section 2.22 of Term Loans of any Class (but not, for the avoidance of doubt, in excess of 100.0% of the aggregate principal amount of the Term Loans prepaid) shall be applied to reduce the subsequent Installments to be paid pursuant to Section 2.9 with respect to Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments). (d) On Notwithstanding the prepayment dateforegoing provisions of this Section 2.22, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower shall not be required to provide the notice referred to in Section 2.22(b) or to make any payment required under this section shall be cancelled by Section 2.22 following a Change of Control if a third party provides, on behalf of the Borrower, such notice in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 2.22 and prepays, on behalf of the Borrower shall pay and in accordance with this Section 2.22, all Term Loans (together with all other amounts referred to in Section 2.22(a)) as to which the Change of Control Put Amount to the Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled theretoshall have been exercised. (e) For the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 1.21 may not be amended, modified or otherwise waived without the consent of the Tranche D Term Loan Lenders holding in the aggregate at least eighty percent (80%) of the outstanding Tranche D Term Loans.

Change of Control Put. (a) Upon If a Change of Control occurs, the Securities not previously repurchased by the Company shall be repurchased by the Company, at the option of the Holder thereof, at a repurchase price equal to the principal amount of those Securities plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the change of control repurchase date (the "CHANGE OF CONTROL REPURCHASE PRICE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 5.1(c). The change of control repurchase date is the 30th day after the date of a notice of Change of Control delivered by the Company (the "CHANGE OF CONTROL REPURCHASE DATE"). (b) No later than 30 days after the occurrence of a "Change of Control" , the Company shall mail a written notice of the Change of Control by first class mail to the Trustee and to each Holder (and to beneficial owners as defined in required by applicable law). The notice shall include a form of Change of Control Repurchase Notice to be completed by the PCC 1998 IndentureHolder and shall briefly state, as applicable: (i) or in the event events causing a Change of Control and the date of such Change of Control; (ii) that any holder of PSC Notes or PCC Preferred Stock shall exercise the Holder has a right to require PSC us to repurchase all or any part of such holderthe Holder's PSC Notes or PCC Preferred Stock, as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable Securities; (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right to require that the Borrower prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the greater of (i) 101% and (iiiii) the then applicable Fixed Early Payment Amount, in either case, of date by which the principal amount of the Tranche D Term Loans then outstanding (such amount, the "Change of Control Put Amount"), plus accrued and unpaid interest, if any, Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the change of control repurchase right; (iv) the Change of Control Repurchase Date; (v) the Change of Control Repurchase Price; (vi) whether the Change of Control Repurchase Price will be paid in cash or shares of Applicable Stock, or a combination thereof and, in the case of a combination, the percentage of each; (vii) if the Company elects to pay the Change of Control Repurchase Price in shares of Applicable Stock or a combination of cash and shares of Applicable Stock, that the number of shares of Applicable Stock each Holder will receive will equal the portion of the Change of Control Repurchase Price to be paid in shares of Applicable Stock divided by 97.5% of the Market Price of one share of Applicable Stock; (viii) if the Company elects to pay the Change of Control Repurchase Price in shares of Applicable Stock or a combination of cash and shares of Applicable Stock, the method of calculating the Market Price of the shares of Applicable Stock; (ix) state that because the Market Price of one share of Applicable Stock will be determined prior to the Change of Control Repurchase Date, Holders of the Securities will bear the market risk that the shares of Applicable Stock to be received will decline in value between the date of prepayment and all other Obligations due to such Tranche D Term Loan Lenders under this Agreement Market Price is determined and the other Loan Documents, Change of Control Repurchase Date; (x) the name and address of the Paying Agent and the Conversion Agent; (xi) the Conversion Rate and any adjustments thereto; (xii) that the Securities as to which a Change of Control Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article XII only if the Change of Control Repurchase Notice has been withdrawn in accordance with the terms contemplated of this Indenture; (xiii) that the Securities must be surrendered to the Paying Agent to collect payment; (xiv) that the Change of Control Repurchase Price for any Security as to which a Change of Control Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change of Control Repurchase Date and the time of surrender of such Security as described in paragraph 5.1(b)(xii); (bxv) belowthe procedures the Holder must follow to exercise its put right under this Section 5.1; (xvi) the conversion rights, if any, of the Securities; (xvii) the procedures for withdrawing a Change of Control Repurchase Notice; (xviii) that, unless the Company defaults in making payment of such Change of Control Repurchase Price, interest and Additional Amounts, if any, on Securities surrendered for repurchase by the Company will cease to accrue on and after the Change of Control Repurchase Date; and (xix) the CUSIP number(s) of the Securities. At the Company's request, the Trustee shall give the notice of change of control in the Company's name and at the Company's expense; PROVIDED, HOWEVER, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of change of control must be given to the Holders in accordance with this Section 5.1(b); PROVIDED, FURTHER, that the text of the notice of change of control shall be prepared by the Company. (bc) At least ten A Holder may exercise its right specified in Section 5.1(a) upon delivery of a written notice of repurchase (10a "CHANGE OF CONTROL REPURCHASE NOTICE") Business Days to the Paying Agent at any time prior to 5:00 p.m., New York City time, on the occurrence of any Put Business Day immediately preceding the Change of Control, the Borrower shall mail a notice to each Tranche D Term Loan Lender (the "Put Offer"), with a copy to the AgentControl Repurchase Date, stating: (i) that a Put Change of Control will occur and that such Tranche D Term Loan Lender has the right to require the Borrower to prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the Change of Control Put Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation certificate number of the prepayment price (exclusive of other Obligations due Security which the Holder will deliver to such Tranche D Term Loan Lender hereunder)be repurchased or the appropriate depositary procedures if Certificated Securities have not been issued; (ii) the circumstances and relevant facts regarding such Put Change portion of Control (including the information with respect principal amount of the Security which the Holder will deliver to pro forma historical incomebe repurchased, cash flow and capitalization, each after giving effect to such Put Change which portion must be $1,000 or an integral multiple of Control$1,000; (iii) the prepayment date (which that such Security shall be the date repurchased as of the occurrence of such Put Change of Control)Control Repurchase Date pursuant to the terms and conditions specified in Section 6 of the Securities and in this Indenture; and (iv) in the reasonable instructions determined by event the Borrower and AgentCompany elects, consistent with this sectionpursuant to Section 5.2(b), that a Lender must follow in order to accept the Put Offer, which must allow each Tranche D Term Loan Lender at least ten (10) Business Days after receipt of such Put Offer by each Tranche D Term Loan Lender to accept such Put Offer. (c) Lenders electing to have their Tranche D Term Loans prepaid will be required to surrender their Tranche D Term Notes to the Agent at the address specified in Section 13.03 on the prepayment date. (d) On the prepayment date, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Borrower under this section shall be cancelled by the Borrower, and the Borrower shall pay the Change of Control Put Amount to the AgentRepurchase Price, for the account in whole or in part, in shares of Applicable Stock but such portion of the Tranche D Term Loan Lenders electing Change of Control Repurchase Price shall ultimately be paid to receive such prepaymentHolder entirely in cash because any of the conditions to payment of the Change of Control Repurchase Price in shares of Applicable Stock is not satisfied prior to 5:00 p.m., plus accrued New York City time, on the Business Day immediately preceding the Change of Control Repurchase Date, as set forth in Section 5.2(b), whether such Holder elects to (A) withdraw such Change of Control Repurchase Notice as to some or all of the Securities to which such Change of Control Repurchase Notice relates (stating the principal amount and unpaid interestcertificate numbers, if any, of the Securities as to which such withdrawal shall relate), or (B) receive cash in respect of the entire Change of Control Repurchase Price for all Securities (or portions thereof) to which such Change of Control Repurchase Notice relates. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Change of Control Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change of Control Repurchase Price therefor; PROVIDED, HOWEVER, that such Change of Control Repurchase Price shall be so paid pursuant to this Section 5.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change of Control Repurchase Notice. If a Holder, in such Holder's Change of Control Repurchase Notice and in any written notice of withdrawal delivered by such Holder pursuant to the terms of Section 5.3, fails to indicate such Holder's choice with respect to the election set forth in Section 5.1(c)(iv), such Holder shall be deemed to have elected to receive cash in respect of the entire Change of Control Repurchase Price for all other Obligations due Securities subject to such Lenders under Change of Control Repurchase Notice in the circumstances set forth in such Section 5.1(c)(iv). The Company shall repurchase from the Holder thereof, pursuant to this Agreement and Section 5.1, a portion of a Security, so long as the other Loan Documents principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Lenders entitled thereto. (e) For the purposes repurchase of this Section 1.21 (i) "PSC Notes" means all of a collective reference Security also apply to the PCC 1997 Senior Notes, repurchase of such portion of such Security. Any repurchase by the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference Company contemplated pursuant to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 1.21 may not 5.1 shall be amended, modified or otherwise waived without consummated by the consent delivery of the Tranche D Term Loan Lenders holding in consideration to be received by the aggregate at least eighty percent (80%) Holder promptly following the later of the outstanding Tranche D Term LoansChange of Control Repurchase Date and the time of delivery of the Security. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Change of Control Repurchase Notice contemplated by this Section 5.1(c) shall have the right to withdraw such Change of Control Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Change of Control Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 5.3. The Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control Repurchase Notice or written notice of withdrawal thereof.