Common use of Change of Control Put Clause in Contracts

Change of Control Put. If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 7(d)(ii) shall apply. (A) If at any time while any Note remains outstanding: (a) there occurs a Change of Control; and (b) within the Change of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each Note will have the option (unless, prior to the giving of the Put Event Notice (as defined below) and where applicable, the Issuer gives notice of its intention to redeem the Notes (i) under Condition 7(b) or (ii) pursuant to the provisions of Condition 7(c)) to require the Issuer to redeem or, at the Issuer's option, to purchase (or procure the purchase of) that Note on the Optional Redemption Date (Put) (as defined below) at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Optional Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control shall be deemed to have occurred at each time (whether or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concert, or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquire (a) more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer;

Change of Control Put. If (a) The holder of this Note shall have the right, at such holder's option, upon the giving of notice of the occurrence of a Change of Control Put (as hereinafter defined), and subject to the terms and provisions hereof, to tender any Note, in whole or in part, without regard to whether the Note is specified as being applicable then otherwise redeemable, for purchase by the Issuer or a third party designated by the Issuer (but such designation will not relieve the Issuer from its obligation pursuant to this Section 5.2 until such obligation is satisfied) for cash in an amount equal to the applicable Final Termsprincipal amount of such Note plus accrued and unpaid interest to the date fixed for purchase. Such purchase shall occur no later than the 90th day after the date of the notice provided pursuant to clause (c) below (the "Mandatory Purchase Date"). The holder's right to tender shall continue up to the 85th day after the date of such notice and shall be exercised by any surrender of such Note to the office or agency to be maintained by the Issuer pursuant to Section 3.1, this Condition 7(d)(iiaccompanied by written notice that the holder elects to tender such Note and (if so required by the Issuer) by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by the holder or such 19 -9- holder's duly authorized legal representative and transfer tax stamps or funds therefor, if required. All Notes surrendered for purchase shall applybe canceled by the Issuer. (Ab) If at The occurrence of any time while any Note remains outstandingof the following events will constitute a "Change of Control": (a1) there occurs if Heartland Industrial Partners, L.P. and its Affiliates (collectively "Heartland") cease to directly or indirectly beneficially own 30% or more of the outstanding shares of Issuer Common Stock or do not have the right or ability by voting power, contract or otherwise to elect or designate for election a Change majority of Controlthe Board of Directors of the Issuer; (2) any person or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "1934 Act") other than Heartland (an "other entity") shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the 1934 Act, of capital stock representing a majority of the voting power for the election of the Directors of the Issuer; (3) Issuer, directly or indirectly, consolidates or merges with any other entity or sells or leases its properties and assets substantially as an entirety to any other entity, provided that this clause shall not apply to a transaction if, immediately following such transaction, no person or group, within the meaning of Section 13(d)(3) of the 1934 Act, other than Heartland beneficially owns capital stock representing a majority of the voting power for the election of Directors of Issuer; and (b4) within any event constituting a "change of control" in the Change of Control PeriodSenior Credit Facilities, a Rating Downgrade occurs as a result of that Change of Control the same may be amended, waived, modified or as a result of a Potential Change of Control replaced from time to time. (a Put Event), the holder of each Note will have the option (unless, prior c) required to the giving of the Put Event Notice (as defined below) and where applicable, the Issuer gives notice of its intention to redeem the repurchase Notes (i) under Condition 7(b) or (ii) pursuant to the provisions of Condition 7(c)) to require the Issuer to redeem or, at described below; provided that the Issuer's optionfailure to comply with the covenant described in the preceding sentence shall constitute an Event of Default. (d) On or before the 85th day after the date of the notice provided pursuant to clause (c) above, the Issuer shall set aside, segregate and hold in trust for the benefit of the holders of the Notes to be redeemed an amount of money sufficient to pay the principal of, and accrued interest on, all the Notes to be redeemed on the Mandatory Purchase Date. (e) After making the offer to purchase (or procure as provided above, the purchase of) that Note Notes to be redeemed shall, on the Optional Redemption Date (Put) (as defined below) Mandatory Purchase Date, become due and payable at its a price equal to the principal amount together with thereof plus accrued and unpaid interest and from and after such date (orunless the Issuer shall default in the payment of principal and accrued interest thereon) such Notes shall cease to bear interest. Upon surrender of any such Note for purchase in accordance herewith, where purchasedsuch Note shall be paid on the Mandatory Purchase Date by the Issuer at a price equal to the principal amount thereof, together with an amount equal to) accrued and unpaid interest to the Mandatory Purchase Date. If any Note to be redeemed shall not be so paid on the Mandatory Purchase Date, the principal and accrued interest to but excluding thereon shall, until paid, bear interest from the Optional Redemption Mandatory Purchase Date at the Overdue Rate. (Put). Registered f) Notes may be redeemed tendered for purchase in whole or purchased under this Condition 7(d)(ii) in any integral multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control $1,000. Any Note which is to be redeemed only in part shall be deemed to have occurred surrendered at each time (whether an office or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concert, or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquire (a) more than 50 per cent. of the issued ordinary share capital agency of the Issuer designated for that purpose (with, if the Issuer so requires, due endorsement by, or (b) a written instrument to transfer in form satisfactory to the Issuer duly executed by, the holder thereof or such number holder's attorney duly authorized in writing), and the Issuer shall execute and deliver to the holder of such Note without service charge, a new Note or Notes, of any authorized denomination in aggregate principal amount equal to and in exchange for the unredeemed portion of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer;principal amount.

Change of Control Put. If (a) The holder of this Note shall have the right, at such holder's option, upon the giving of notice of the occurrence of a Change of Control Put (as hereinafter defined), and subject to the terms and provisions hereof, to tender any Note, in whole or in part, without regard to whether the Note is specified as being applicable then otherwise redeemable, for purchase by the Issuer or a third party designated by the Issuer (but such designation will not relieve the Issuer from its obligation pursuant to this Section 5.2 until such obligation is satisfied) for cash in an amount equal to the applicable Final Termsprincipal amount of such Note plus accrued and unpaid interest to the date fixed for purchase. Such purchase shall occur no later than the 90th day after the date of the notice provided pursuant to clause (c) below (the "Mandatory Purchase Date"). The holder's right to tender shall continue up to the 85th day after the date of such notice and shall be exercised by any surrender of such Note to the office or agency to be maintained by the Issuer pursuant to Section 3.1, this Condition 7(d)(iiaccompanied by written notice that the holder elects to tender such Note and (if so required by the Issuer) by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by the holder or such holder's duly authorized legal representative and transfer tax stamps or funds therefor, if required. All Notes surrendered for purchase shall applybe canceled by the Issuer. (Ab) If at The occurrence of any time while any Note remains outstandingof the following events will constitute a "Change of Control": (a1) there occurs if Heartland Industrial Partners, L.P. and its Affiliates (collectively "Heartland") cease to directly or indirectly beneficially own 30% or more of the outstanding shares of Issuer Common Stock or do not have the right or ability by voting power, contract or otherwise to elect or designate for election a Change majority of Controlthe Board of Directors of the Issuer; (2) any person or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "1934 Act") other than Heartland (an "other entity") shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the 1934 Act, of capital stock representing a majority of the voting power for the election of the Directors of the Issuer; (3) Issuer, directly or indirectly, consolidates or merges with any other entity or sells or leases its properties and assets substantially as an entirety to any other entity, provided that this clause shall not apply to a transaction if, immediately following such transaction, no person or group, within the meaning of Section 13(d)(3) of the 1934 Act, other than Heartland beneficially owns capital stock representing a majority of the voting power for the election of Directors of Issuer; and (b4) within any event constituting a "change of control" in the Senior Credit Facilities, as the same may be amended, waived, modified or replaced from time to time. (c) The Issuer shall mail to each holder of Notes at such holder's last address appearing on the Register, as promptly as possible but in any event not more than 60 days after learning of a Change of Control Period, a Rating Downgrade occurs as a result of that Change of Control specified in clause (b) (1) or as a result of a Potential Change of Control (a Put Event2) above or not more than 60 days after an occurrence specified in clause (b) (3) or (4) (except to the extent the occurrence referred to in clause (b)(4) would otherwise have occurred under clause (b)(1) or (2) above), (such 60th day being the "Notice Trigger Date") a notice stating that the event specified in the notice has occurred and that each holder of each Note will have has the option (unlessright to tender such holder's Notes for cash pursuant to the terms hereof. Notwithstanding the foregoing, prior to making the giving of offer to purchase Notes, but in any event not later than the Put Event Notice (as defined below) and where applicableTrigger Date, the Issuer gives notice of its intention covenants to redeem the Notes (i) repay in full all Senior Indebtedness under Condition 7(bagreements containing change of control puts or defaults (and terminate all commitments thereunder) or offer to repay in full all such Senior Indebtedness (and terminate all commitments) and to repay the Senior Indebtedness owed to (and terminate the commitments of) each creditor which has accepted such offer or (ii) obtain the requisite consents in respect of such Senior Indebtedness to permit the repurchase of the Notes. Issuer will first comply with the covenant in the preceding sentence before it will be required to repurchase Notes pursuant to the provisions of Condition 7(c)) to require the Issuer to redeem or, at described below; provided that the Issuer's optionfailure to comply with the covenant described in the preceding sentence shall constitute an Event of Default. (d) On or before the 85th day after the date of the notice provided pursuant to clause (c) above, the Issuer shall set aside, segregate and hold in trust for the benefit of the holders of the Notes to be redeemed an amount of money sufficient to pay the principal of, and accrued interest on, all the Notes to be redeemed on the Mandatory Purchase Date. (e) After making the offer to purchase (or procure as provided above, the purchase of) that Note Notes to be redeemed shall, on the Optional Redemption Date (Put) (as defined below) Mandatory Purchase Date, become due and payable at its a price equal to the principal amount together with thereof plus accrued and unpaid interest and from and after such date (orunless the Issuer shall default in the payment of principal and accrued interest thereon) such Notes shall cease to bear interest. Upon surrender of any such Note for purchase in accordance herewith, where purchasedsuch Note shall be paid on the Mandatory Purchase Date by the Issuer at a price equal to the principal amount thereof, together with an amount equal to) accrued and unpaid interest to the Mandatory Purchase Date. If any Note to be redeemed shall not be so paid on the Mandatory Purchase Date, the principal and accrued interest to but excluding thereon shall, until paid, bear interest from the Optional Redemption Mandatory Purchase Date at the Overdue Rate. (Put). Registered f) Notes may be redeemed tendered for purchase in whole or purchased under this Condition 7(d)(ii) in any integral multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control $1,000. Any Note which is to be redeemed only in part shall be deemed to have occurred surrendered at each time (whether an office or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concert, or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquire (a) more than 50 per cent. of the issued ordinary share capital agency of the Issuer designated for that purpose (with, if the Issuer so requires, due endorsement by, or (b) a written instrument to transfer in form satisfactory to the Issuer duly executed by, the holder thereof or such number holder's attorney duly authorized in writing), and the Issuer shall execute and deliver to the holder of such Note without service charge, a new Note or Notes, of any authorized denomination in aggregate principal amount equal to and in exchange for the unredeemed portion of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer;principal amount.

Change of Control Put. If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 7(d)(ii) shall apply. (A) If at any time while any Note remains outstanding: (a) there occurs The holder of this Note shall have the right, at such holder's option, upon the giving of notice of the occurrence of any event described in clause (b) below, and subject to the terms and provisions hereof, to tender any Note, in whole or in part, without regard to whether the Note is then otherwise redeemable, for cash in an amount equal to the principal amount of such Note plus accrued interest to the date fixed for redemption. Such redemption shall occur on the sixty-fifth day after the date of the notice provided pursuant to clause (c) below (the "Mandatory Redemption Date"). The holder's right to tender shall continue up to the sixtieth day after the date of such notice and shall be exercised by any surrender of such Note to the office or agency to be main tained by the Issuer pursuant to Section 3.1, accompanied by written notice that the holder elects to tender such Note and (if so required by the Issuer) by a Change written instrument or instruments of Control; andtransfer in form satisfactory to the Issuer duly executed by the holder or such holder's duly authorized legal representative and transfer tax stamps or funds therefor, if required. All Notes surrendered for redemption shall be cancelled by the Issuer. (b) within The holder's right to tender under clause (a) above shall be triggered upon the Change occurrence of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each Note will have the option (unless, prior to the giving either of the Put Event Notice (as defined below) and where applicable, the Issuer gives notice of its intention to redeem the Notes following events: (i) under Condition 7(b) Any person or group (ii) pursuant to an "other entity"), within the provisions meaning of Condition 7(c)) to require the Issuer to redeem or, at the Issuer's option, to purchase (or procure the purchase of) that Note on the Optional Redemption Date (PutSection 13(d) (as defined below3) at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Optional Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control shall be deemed to have occurred at each time (whether or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concertSecurities Exchange Act of 1934, or any person or persons acting on behalf shall attain beneficial ownership, within the meaning of any such person(s)Rule 13d-3 adopted under the Securities Exchange Act of 1934, of at any time directly or indirectly acquire (a) more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) such number of the shares in the capital of the Issuer carrying more than 50 per cent. least 50% of the voting rights normally exercisable at a general meeting power for election of the Directors of the Issuer, provided that unless approved in advance by a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders majority of the Issuer;'s Continuing Directors has hereinafter defined), or (ii) The Issuer, directly or indirectly, consolidates or merges with any other entity or sells or leases its properties and assets substantially as an entirety to any other entity, unless approved in advance by a majority of the Issuer's Continuing Directors.

Change of Control Put. If Change of Control Put is specified as being applicable in the applicable Final TermsTerms or (in the case of Exempt Notes) the applicable Pricing Supplement, upon the occurrence of a Change of Control while this Condition 7(d)(ii) shall apply. (A) If at any time while any Note remains outstanding: (a) there occurs a Change of Control; and (b) within the Change of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each 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) and where applicable), the Issuer gives notice of its intention to redeem the Notes (i) under Condition 7(b) or (ii) pursuant to the provisions of Condition 7(c)6.2) to require the Issuer to redeem or, at the Issuer's ’s option, to purchase (or procure the purchase of) that of this Note on the Optional Change of Control Redemption Date (Put) (as defined below) at its principal amount 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 Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control Redemption Date. A “Change of Control” shall be deemed to have occurred at each time (whether if any person or not approved by the board group of directors or senior management persons acting in concert gains control of the Issuer, where “control” means (i) that any person the power (Relevant Personwhether by way of ownership of shares, proxy, contract, agency or otherwise) or persons acting in concertto cast, or any person 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 persons acting on behalf of any such person(s), at any time (ii) the holding beneficially (directly or indirectly acquire (aindirectly) of more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) such number of the shares in the capital of Issuer. Promptly upon the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided becoming aware that a Change of Control has occurred, the Issuer shall not be deemed give notice (a “Change of Control Put Event Notice”) to have occurred if the shareholders Noteholders in accordance with Condition 13 specifying the nature of the Relevant Person are alsoChange 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, or immediately prior to if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the event which would otherwise constitute 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 werePut Event Notice is given, all 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 shareholders 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, may elect by notice to the 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 Control 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, in the case of a Global Note or Note in definitive form held through Euroclear or Clearstream, Luxembourg, notice so received. The Issuer shall redeem or at the option of the Issuer;Issuer purchase (or procure the purchase of) each Note in respect of which a Change of Control Put Option Receipt has been issued on the date (the “Optional Change of Control Redemption Date”) which is the seventh Payment Day after the last day of the 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 bank account to which payment is to be 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 Put Option Receipt”).

Change of Control Put. If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 7(d)(ii) shall apply. (A) If at any time while any Note remains outstanding: (a) there occurs The holder of this Note shall have the right, at such holder's option, upon the giving of notice of the occurrence of any event described in clause (b) below, and subject to the terms and provisions hereof, to tender any Note, in whole or in part, without regard to whether the Note is then otherwise redeemable, for cash in an amount equal to the principal amount of such Note plus accrued interest to the date fixed for redemption. Such redemption shall occur on the sixty-fifth day after the date of the notice provided pursuant to clause (c) below (the "Mandatory Redemption Date"). The holder's right to tender shall continue up to the sixtieth day after the date of such notice and shall be exercised by any surrender of such Note to the office or agency to be maintained by the Issuer pursuant to Section 3.1, accompanied by written notice that the holder elects to tender such Note and (if so required by the Issuer) by a Change written instrument or instruments of Control; andtransfer in form satisfactory to the Issuer duly executed by the holder or such holder's duly authorized legal representative and transfer tax stamps or funds therefor, if required. All Notes surrendered for redemption shall be cancelled by the Issuer. (b) within The holder's right to tender under clause (a) above shall be triggered upon the Change occurrence of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each Note will have the option (unless, prior to the giving either of the Put Event Notice (as defined below) and where applicable, the Issuer gives notice of its intention to redeem the Notes following events: (i) under Condition 7(b) Any person or group (ii) pursuant to an "other entity"), within the provisions meaning of Condition 7(c)) to require the Issuer to redeem or, at the Issuer's option, to purchase (or procure the purchase of) that Note on the Optional Redemption Date (PutSection 13(d) (as defined below3) at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Optional Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control shall be deemed to have occurred at each time (whether or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concertSecurities Exchange Act of 1934, or any person or persons acting on behalf shall attain beneficial ownership, within the meaning of any such person(s)Rule 13d-3 adopted under the Securities Exchange Act of 1934, of at any time directly or indirectly acquire (a) more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) such number of the shares in the capital of the Issuer carrying more than 50 per cent. least 50% of the voting rights normally exercisable at a general meeting power for election of the Directors of the Issuer, provided that unless approved in advance by a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders majority of the Issuer;'s Continuing Directors has hereinafter defined), or (ii) The Issuer, directly or indirectly, consolidates or merges with any other entity or sells or leases its prop- erties and assets substantially as an entirety to any other entity, unless approved in advance by a majority of the Issuer's Continuing Directors.

Change of Control Put. If Change In the event of Control Put is specified as being applicable in the applicable Final Terms, this Condition 7(d)(ii) shall apply. (A) If at any time while any Note remains outstanding: (a) there occurs a Change of Control; and , each Holder of outstanding shares of Series B-1 Preferred Stock may, at such Holder’s election, (bi) within effective as of immediately prior to the Change of Control PeriodEffective Date, convert all or a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each Note will have the option (unless, prior to the giving of the Put Event Notice (as defined below) and where applicable, the Issuer gives notice portion of its intention shares of Series B-1 Preferred Stock pursuant to redeem the Notes (i) under Condition 7(b6(a) or (ii) pursuant require the Company to purchase all of such Holder’s shares of Series B-1 Preferred Stock that have not been so converted at a purchase price per share of Series B-1 Preferred Stock (a “Change of Control Put”) for an amount in cash (in the provisions case of Condition 7(cclause (A)) to require or the Issuer to redeem orapplicable consideration (in the case of clause (B)) for each such share of Series B-1 Preferred Stock (the “Change of Control Put Price”) equal to, at the Issuer's option, to purchase Holder’s election (or procure if the purchase Holder does not so elect, the greater of) that Note on , as determined by the Optional Redemption Date (PutBoard acting in good faith) (as defined belowA) at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Optional Redemption Date (Put). Registered Notes may be redeemed Liquidation Preference of such share of Series B-1 Preferred Stock or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (B) For the purposes amount of this Condition 7(d)(ii): cash and/or other assets such Holder would have received in the transaction constituting a Change of Control had such Holder, immediately prior to such Change of Control, converted such share of Series B-1 Preferred Stock into Common Stock pursuant to 6(a) but without regard to any of the 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 be deemed to have occurred at each time (whether or not approved by be the board of directors or senior management weighted average of the Issuer) types and amounts of consideration received by all holders of Common Stock). The Company shall not take any action that any person (Relevant Person) or persons acting in concert, or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquire (a) more than 50 per cent. of would be reasonably expected to impair the issued ordinary share capital of Company’s ability to pay the Issuer or (b) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall Put Price when due, including by investing available funds in illiquid assets. For clarity, but subject to 9(e), any shares of Series B-1 Preferred Stock that a Holder does not be deemed to have occurred if the shareholders of the Relevant Person are also, convert as set forth in clause (i) above or immediately prior subject to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer;Put as set forth in clause (ii) above shall remain outstanding as provided herein.

Change of Control Put. If Change of Control Put is specified as being applicable in the applicable Final TermsTerms or (in the case of Exempt Notes) the applicable Pricing Supplement, upon the occurrence of a Change of Control while this Condition 7(d)(ii) shall apply. (A) If at any time while any Note remains outstanding: (a) there occurs a Change of Control; and (b) within the Change of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each 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) and where applicable), the Issuer gives notice of its intention to redeem the Notes (i) under Condition 7(b) or (ii) pursuant to the provisions of Condition 7(c)6.2) to require the Issuer to redeem or, at the Issuer's ’s option, to purchase (or procure the purchase of) that of this Note on the Optional Change of Control Redemption Date (Put) (as defined below) at its principal amount 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 Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control Redemption Date. A “Change of Control” shall be deemed to have occurred at each time (whether if any person or not approved by the board group of directors or senior management persons acting in concert gains control of the Issuer, where “control” means (i) that any person the power (Relevant Personwhether by way of ownership of shares, proxy, contract, agency or otherwise) or persons acting in concertto cast, or any person 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 persons acting on behalf of any such person(s), at any time (ii) the holding beneficially (directly or indirectly acquire (aindirectly) of more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) such number of the shares in the capital of Issuer. Promptly upon the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided becoming aware that a Change of Control has occurred, the Issuer shall not be deemed give notice (a “Change of Control Put Event Notice”) to have occurred if the shareholders Noteholders in accordance with Condition 13 specifying the nature of the Relevant Person are alsoChange 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, or immediately prior to if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the event which would otherwise constitute 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 werePut Event Notice is given, all 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 shareholders 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 their 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, may elect by notice to the 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 Control 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, in the case of a Global Note or Note in definitive form held through Euroclear or Clearstream, Luxembourg, notice so received. The Issuer shall redeem or at the option of the Issuer;Issuer purchase (or procure the purchase of) each Note in respect of which a Change of Control Put Option Receipt has been issued on the date (the “Optional Change of Control Redemption Date”) which is the seventh Payment Day after the last day of the 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 bank account to which payment is to be 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 Put Option Receipt”).

Change of Control Put. (A) If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 7(d)(ii) shall apply. (AB) If at any time while any Note remains outstanding: (a) there occurs a Change of Control; Control occurs, and (b) within the Change of Control PeriodPeriod (A) if the Notes are rated with the agreement of the Issuer, a Rating Downgrade occurs as a result in respect of that Change of Control occurs, or as (B) if the Notes are not rated, a result Negative Rating Event in respect of a Potential that Change of Control occurs (in either case, a “Put Event”), the holder of each Note will have the option (unless, prior to the giving of the Put Event Notice (as defined referred to below) and where applicable, the Issuer gives notice of its intention to redeem the Notes (i) under Condition 7(b) or (ii) pursuant to the provisions of Condition 7(c7(d)(i)) to require the Issuer to redeem or, at the Issuer's ’s option, to purchase (or procure the purchase of) that Note on the Optional Redemption Date (Put) (as defined below) at its principal amount par together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Optional Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (BC) For the purposes of this Condition 7(d)(ii): a A “Change of Control Control” shall be deemed to have occurred at each time if (whether or not approved by the board Board of directors Directors or senior management the Executive Board of the Issuer) that any person (“Relevant Person”) or persons acting in concert, concert or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquire (aown(s) more than 50 per cent. of the issued ordinary share capital of the Issuer or (bacquire(s) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting meetings of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer;.