Common use of Change of Control Put Clause in Contracts

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture CODES may be repurchased in part unless the portion of the principal amount of such Debenture CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such DebenturesCODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and the provisions of Section 2.1 hereof.

Change of Control Put. In the event that a Change of in Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture CODES may be repurchased in part unless the portion of the principal amount of such Debenture CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such DebenturesCODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

Change of Control Put. In If Change of Control Put is specified as being applicable in the event applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement, upon the occurrence of a Change of Control while this Note remains outstanding, the holder of this Note will have the option (the “Change of Control Put Option”) (unless, prior to the giving of the Change of Control Put Event Notice (as defined below), the Issuer gives notice of its intention to redeem the Notes under Condition 6.2) to require the Issuer to redeem or, at the Issuer’s option, to purchase or procure the purchase of this Note on the Optional Change of Control Redemption Date (as defined below) at the Optional Change of Control Redemption Amount specified in the applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement together with (or, where purchased, together with an amount equal to) accrued interest (if applicable) to but excluding the Optional Change of Control Redemption Date. A “Change of Control” shall be deemed to have occurred if any person or group of persons acting in concert gains control of the Issuer, where “control” means (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Issuer, or (ii) the holding beneficially (directly or indirectly) of more than 50 per cent. of the issued share capital of the Issuer. Promptly upon the Issuer becoming aware that a Change of Control has occurred, the Issuer shall occur, each Holder shall have the right give notice (each, a “Change of Control Repurchase Right” andPut Event Notice”) to the Noteholders in accordance with Condition 13 specifying the nature of the Change of Control and the circumstances giving rise to it and the procedure for exercising the Change of Control Put Option contained in this Condition 6.4(b). To exercise the Change of Control Put Option the holder of this Note must, together with the Optional Repurchase Rightif this Note is in definitive form and held outside Euroclear and Clearstream, each a “Repurchase Right”)Luxembourg, deliver, at the Holder’s specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the “Change of Control Put Period”) of 45 days after a Change of Control Put Event Notice is given, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a “Change of Control Put Notice”) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 6.4(b), accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Change of Control Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the Change of Control Put Option the holder of this Note must, within the Change of Control Put Period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. Any Change of Control Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 6.4(b) shall be irrevocable except where, prior to the Optional Change of Control Redemption Date, an Event of Default has occurred and, in which event such holder, at its option, but subject may elect by notice to the provisions Issuer to withdraw the notice given pursuant to this Condition 6.4(b) and instead to declare such Note forthwith due and payable pursuant to Condition 9. The Paying Agent to which this Note and Change of Section 11.2 hereofControl Put Notice are delivered will issue to the holder concerned a non-transferable receipt (a “Change of Control Put Option Receipt”) in respect of this Note so delivered or, to require in the Company to repurchasecase of a Global Note or Note in definitive form held through Euroclear or Clearstream, and upon Luxembourg, notice so received. The Issuer shall redeem or at the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion option of the principal amount thereof that is equal to $1,000 Issuer purchase (or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased procure the purchase of) each Note in part unless the portion respect of the principal amount which a Change of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), Control Put Option Receipt has been issued on the date (the “Optional Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Redemption Date”) that which is a Business the seventh Payment Day 30 days after the date last day of the Company Notice at Change of Control Put Period. Payment in respect of any Note in respect of which the Change of Control Put Option has been validly exercised will be made, if the holder duly specified a purchase price in cash equal bank account to 100% of the principal amount of the Debentures which payment is to be repurchased made in the Change of Control Put Notice, on the Optional Change of Control Redemption Date by transfer to that bank account and in every other case on or after the Optional Change of Control Redemption Date against presentation and surrender or (as the case may be) endorsement of such Change of Control Put Option Receipt at the specified office of any Paying Agent in accordance with Condition 5 (as though references in Condition 5 to “Notes” included references to the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase PricePut Option Receipt”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

Change of Control Put. In To the event that extent practical, the Issuer shall give the Holders not less than 30 days prior written notice of a Change of Control shall occur, each Holder shall have Transaction. Upon the right occurrence of a Change of Control Transaction (each, a the date of such occurrence being the “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase RightDate”), at any time during the Holder’s option60 days beginning on the Change of Control Date the Holder of this Debenture may require the Issuer to repurchase this Debenture, but subject in whole or in part in integral multiples of $1,000, in cash at the Change of Control Price determined pursuant to this Section 6(d) plus accrued and unpaid interest to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Put Date” and”), together by delivering written notice thereof to the Issuer (a “Change of Control Put Notice”), which notice shall indicate the principal amount of the Debenture that the Holder is electing to have redeemed by the Issuer. Upon the Issuer’s receipt of a Change of Control Put Notice(s) from any other Holders, the Issuer shall promptly, but in no event later than one Business Day following such receipt, notify the Holder of the Issuer’s receipt thereof. The Issuer shall deliver the Change of Control Price simultaneously with the Optional Repurchase Date, each a “Repurchase Date”) that consummation of the Change of Control if the Change of Control Put Notice is a received prior to the consummation of such Change of Control and within five Business Day 30 days Days after the date Issuer’s receipt of the such notice otherwise. Payments provided for in this Section 6(d) shall have priority to payments to Issuer or Company Notice at stockholders, as applicable, in connection with a purchase price in cash equal to 100Change of Control. The “Change of Control Price” shall be 200% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereofrepurchased.

Change of Control Put. In The Issuer or the event that Company shall give the Holder not less than 30 days’ prior written notice of a Change of Control shall occur, each Holder shall have Transaction. Upon the right occurrence of a Change of Control Transaction (each, a the date of such consummation being the “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase RightDate”), at the Holder’s optionHolder of this Debenture shall have the option to elect, but subject to the provisions within 60 days after such Change of Section 11.2 hereofControl Date, to require the Company to repurchase, and upon the exercise of such right Issuer or the Company shall repurchaseor the acquiring entity to repurchase this Debenture, all in whole or in part, in integral multiples of such Holder’s Debentures not theretofore called for redemption$1,000, or any portion in cash at the Change of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder Control Price determined pursuant to this Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date 6 (the “Change of Control Repurchase Put Date” and”), together by delivering written notice thereof to the Issuer or the Company or the acquiring entity (a “Change of Control Put Notice”), which notice shall indicate the principal amount of the Debenture that the Holder is electing to have redeemed. Upon receipt of a Change of Control Put Notice(s) from any other Holders, the Issuer or the Company or the acquiring entity, shall promptly, but in no event later than one (1) Business Day following such receipt, notify the Holder of the their receipt thereof. The Issuer or the Company or the acquiring entity shall deliver the Change of Control Price simultaneously with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date consummation of the Change of Control if the Change of Control Put Notice is delivered prior to the Change of Control Date and within five (5) Business Days after receipt of such notice otherwise. Payments provided for in this Section 6 shall have priority to payments to Issuer or Company Notice at stockholders, as applicable, in connection with a purchase price in cash equal to 100Change of Control. The “Change of Control Price” shall be 120% of the principal amount of the Debentures to be repurchased (repurchased. The Issuer and the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date Company shall be payable jointly and severally liable for any payments to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Holder under this Section 2.1 hereof6.

Change of Control Put. In the event that a Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

Change of Control Put. In (a) Upon the event occurrence of a Put Change of Control, each Lender shall, unless the Loans shall have been accelerated in accordance with Section 9.02, have the right to require that the Borrower (i) prepay in full such Lender's 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 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 in effect under the Borrower Term Loan Agreement (as in effect as the Closing Date) for calculation of the Fixed Early Payment Amount exceeds par (the aggregate amount of such prepayment and premium due with respect to any Lender, such Lender's "Change of Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”Put Amount"), plus accrued and unpaid Interest interest, if any, to the date of prepayment, all other Obligations due to such Lender under this Agreement and the other Loan Documents 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 of paragraph (including Contingent Interestb) to, but excluding, the below. The portion of any Lender's Change of Control Repurchase Date; providedPut 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, however, that installments of Interest (but including Contingent Interestany incremental amount over and above such Outstanding Amount which is required by any L/C Issuer to Cash Collateralize such L/C Obligations) on Debentures whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable 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 Holders Borrower, the Administrative Agent and/or such L/C Issuer in respect of such Debentures, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions Letters of Section 2.1 hereofCredit under this Agreement.