Common use of Change of Control Redemption Clause in Contracts

Change of Control Redemption. (i) Upon a Change of Control occurring prior to the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the greater of (i) 105% of the Accreted Value per share of Preferred Stock to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (ii) the fair value of the consideration as of the date of such Change of Control, as determined in good faith by the Board of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof (the “Change of Control Redemption Price”) within five Trading Days after the Company’s receipt of such notice (the “Change of Control Redemption Date”). Notwithstanding anything herein to the contrary, the periods for the Company’s obligations in respect of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid in full, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, by the Holder into shares of Common Stock, or in the event the conversion date is after the consummation of the Change of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty.

Change of Control Redemption. (i) Upon In connection with a Change of Control occurring prior to the fifth anniversary of the Issue Datedescribed in Section 8(c)(i)(B), a each Holder of the Series B Preferred Stock shall have the right, but not right (exercisable at the obligation, to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal option) to require, by request in writing to the greater Corporation during the period starting 50 days prior to the consummation of (i) 105% such Change of the Accreted Value per share of Preferred Stock to be redeemed as of Control and ending on the date that is 10 days prior to the consummation of such redemption Change of Control (plus accrued and unpaid dividends) or (ii) the fair value of the consideration as of the such date of consummation, the “Change of Control Date”), that the Corporation redeem (or that the acquiring or surviving Person in such Change of Control, as determined in good faith by if not the Board of DirectorsCorporation, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. redeem) (ii) Upon a “Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the rightRedemption”) all, but not the obligation (subject to Section 8(a)(ii))less than all, to require the Company to redeem of such Holder’s shares of Series B Preferred Stock Stock, out of funds legally available therefor, at a cash redemption purchase price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof (the “Make Whole Change of Control Redemption Price”) within five Trading Days for any share of Series B Preferred Stock equal to (A) if the applicable Change of Control Redemption Date is prior to the fourth anniversary of the Original Issuance Date, the sum of (1) the Liquidation Preference plus the Accrued Dividends of such share as of the applicable Change of Control Redemption Date and (2) an amount equal to the net present value (computed using a discount rate equal to the Treasury Rate plus 50 basis points) of the sum of all Series B Preferred Stock Dividends that would otherwise be payable on such share of Series B Preferred Stock on and after the Company’s receipt applicable Change of Control Redemption Date to and including the fourth anniversary of the Original Issuance Date, assuming the Corporation chose to pay such dividends in cash, or (B) if the applicable Change of Control Redemption Date is on or after the fourth anniversary of the Original Issuance Date, the sum of (1) the Liquidation Preference and (2) the Accrued Dividends of such notice share as of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control Redemptions, or cause such Change of Control Redemptions to be effected, on the applicable Change of Control Dates. (ii) In connection with a Change of Control described in Section 8(c)(i)(A), each Holder of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to require, by request in writing to the Corporation during the period starting on the date on which the consummation of such Change of Control is publicly disclosed and ending on the date that is designated by the Corporation (the “Designated Change of Control Redemption Date”). Notwithstanding anything herein to ) that is not less than 30 nor more than 45 days after the contrary, the periods for the Company’s obligations in respect date of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid Notice in fullconnection with such Change of Control, that the Corporation redeem each such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at the applicable Make Whole Change of Control Redemption Price, whereupon the Corporation shall effect such Change of Control Redemptions, or cause such Change of Control Redemptions to be effected, on the applicable Designated Change of Control Redemption Dates. (iii) In connection with a Change of Control described in Section 8(c)(i)(C), each Holder of Series B Preferred Stock submitted for redemption under this Section 8 may be converted pursuant shall have the right (exercisable at the Holder’s option) to Section 6, in whole or in partrequire, by request in writing to the Holder into shares Corporation during the period starting on the date on which the consummation of Common Stock, or in such Change of Control is publicly disclosed and ending on the event the conversion date applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the consummation date of the Change of Control Notice in connection with such Change of Control, equity interests of that the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for Corporation redeem each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss shares of its investment opportunity Series B Preferred Stock, out of funds legally available therefor, at a purchase price (the “Other Change of Control Redemption Price” ) for any share of Series B Preferred Stock equal to 101% of the sum of (1) the Liquidation Preference and not (2) the Accrued Dividends of such share as a penaltyof the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control Redemptions, or cause such Change of Control Redemptions to be effected, on the applicable Designated Change of Control Redemption Dates.

Change of Control Redemption. (ia) Upon If a Change of Control occurring prior to the fifth anniversary of the Issue Dateoccurs, a each Holder of the Preferred Stock shall have the right, but not the obligation, right to require the Company to redeem repurchase all or any part (in integral multiples of $1,000) of such Holder’s Preferred Stock Notes at a cash redemption price equal to the greater of (i) 105101% of the Accreted Value per share Outstanding Principal Amount of Preferred Stock the Notes to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (ii) interest on the fair value of the consideration as of Notes, if any, to, but excluding, the date of such purchase (subject to the right of Holders of record on the relevant Record Date to receive principal and interest due on the relevant Quarterly Payment Date): (b) Within 15 days following any Change of Control, as determined in good faith by the Board of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof (the “Change of Control Redemption Price”) within five Trading Days after the Company’s receipt of such send a notice (the “Change of Control Redemption Offer”) to each Holder at the address appearing in the note register, with a copy to the Trustee, stating: (i) that a Change of Control Offer is being made and that such Holder has the right to require the Company to purchase such Holder’s Notes at the redemption price set forth above plus accrued and unpaid interest and principal, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest and principal due on the relevant Quarterly Payment Date) (the “Change of Control Payment”); (ii) the repurchase date (which shall be no earlier than 15 days nor later than 45 days from the date such notice is distributed to Holders) (the “Change of Control Payment Date”). Notwithstanding anything herein to ; (iii) the contrary, the periods for the Company’s obligations in respect of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or procedures determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased; (iv) that any Notes not tendered will continue to accrue interest in accordance with the terms of the applicable Note and this Indenture; (v) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that such redemptions Holder is unconditionally withdrawing its election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to the then remaining balance of principal amount per Note. (c) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent or tender agent for such Change of Control Offer an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and (iii) deliver or cause to be delivered to the Registrar the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) The Paying Agent or tender agent for such Change of Control Offer shall promptly transmit to each Holder of Notes so tendered the Change of Control Payment for such Notes, and upon receipt of an Authentication Order and following execution by the Company of a new note, the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a minimum principal amount of $2,000. (e) The Change of Control provisions described above shall be deemed applicable whether or not any other provisions of this Indenture are applicable. (f) The Company shall not be required to be voluntary prepaymentsmake a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to this Indenture unless and until there is a default in payment of the applicable redemption price, plus accrued and unpaid interest to, but excluding, the proposed Redemption Date. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in this Section 8(b)advance of a Change of Control, until conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Redemption Price is paid in full, at the shares time of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, by the Holder into shares of Common Stock, or in the event the conversion date is after the consummation of making the Change of ControlControl Offer. (g) The Company shall comply, equity interests to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penaltyconflict.

Change of Control Redemption. (i) Upon If Change of Control Put Option is specified in the relevant Final Terms as being applicable and a Change of Control occurring Put Event occurs, the holder of each Note will have the option (unless prior to the fifth anniversary giving of the Issue Date, a Holder relevant Change of Control Put Event Notice the Issuer has given notice of redemption under Condition 10(b) (Redemption for tax reasons) or 10(c) (Redemption at the option of the Preferred Stock shall have the rightIssuer), but not the obligation, if applicable) to require the Company Issuer to redeem such Holderor, at the Issuer’s Preferred Stock option, purchase (or procure the purchase of) that Note on the Change of Control Optional Redemption Date at a cash redemption price equal its Change of Control Optional Redemption Amount together with interest accrued to the greater of (i) 105% of the Accreted Value per share of Preferred Stock to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (iibut excluding) the fair value of the consideration as of the date of such Change of ControlControl Optional Redemption Date. Promptly upon, as determined and in good faith by any event within 14 days after, the Board of Directors, Issuer becoming aware that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring Put Event has occurred the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall, (subject in each case to the Trustee being indemnified and/or secured to its satisfaction) give the Change of Control Put Event Notice to the Noteholders. To exercise the Change of Control Put Option, the holder of the Note must deliver such Note to the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the Change of Control Put Period, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (an “Exercise Notice”). The Note should be delivered together with all Coupons appertaining thereto maturing after the Change of Control Optional Redemption Date, failing which the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the face value of any such missing Coupon. Any amount so paid will be reimbursed by the Paying Agent to the Noteholder against presentation and surrender of the relevant missing Coupon (or any replacement issued therefor pursuant to Condition 15 (Replacement of Notes and Coupons)) at any time after such payment, but before the expiry of the period of ten years from the date on which such Coupon would have become due, but not thereafter. If the Note is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or, as the case may be, purchase of a Note under this Condition 10(f) the holder of the Note must, within the Change of Control Put Period, give notice to the Principal Paying 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 for them to the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from 74 time to time. The Paying Agent to which such Note and Exercise Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Note so delivered or, in the case of a Note held through Euroclear and/or Clearstream, Luxembourg, notice received. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Exercise Notice to which payment is to be made, on the Change of Control Optional Redemption Date by transfer to that bank account and, in every other case, on or after the fifth anniversary Change of Control Optional Redemption Date against presentation and surrender or (as the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the then Accreted Value case may be) endorsement of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption receipt at the specified office of its Preferred Stock any Paying Agent. For the purposes of these Conditions, receipts issued pursuant to this Section 8(bCondition 10(f) shall give be treated as if they were Notes. The Issuer shall redeem or purchase (or procure the Company written notice purchase of) the Notes in respect of such election within thirty (30) days of receipt of which the Change of Control Put Option has been validly exercised in accordance with the provisions of this Condition 10(f) on the Change of Control Optional Redemption Date unless previously redeemed (or purchased) and cancelled. Any Exercise Notice, which notice once given, shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject be irrevocable except where prior to the Company’s prior compliance with Sections 4.10Change of Control Optional Redemption Date an Event of Default shall have occurred and the Trustee shall have accelerated the Notes, 4.15 in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Exercise Notice and 4.16 instead to treat its Notes as being forthwith due and payable pursuant to Condition 13. If 80 per cent. or more in principal amount of the Indentures (to the extent that any of the securities issued thereunder are Notes then outstanding and the covenants in such Sections of the Indentures are then in effecthave been redeemed or purchased pursuant to this Condition 10(f), the Company shall make payment Issuer may, on giving not less than 30 nor more than 60 days’ notice to the Noteholders (such notice being given within 30 days after the Change of Control Optional Redemption Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption price payable under either Sections 8(b)(i) or purchase. If the rating designations employed by any Rating Agency are changed from those which are described in paragraph (ii) hereof (of the definition of “Change of Control Redemption PricePut Event”) within five Trading Days after , or if a rating is procured from a Substitute Rating Agency, the Company’s receipt Issuer shall determine, with the agreement of the Trustee, the rating designations of such notice Rating Agency or such Substitute Rating Agency (as appropriate) as are most equivalent to the “prior rating designations of the relevant Rating Agency and this Condition 10(f) shall be construed accordingly. The Trustee is under no obligation to ascertain whether a Change of Control Redemption Date”). Notwithstanding anything herein Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, or to seek any confirmation from any Rating Agency pursuant to the definition of Negative Rating Event below, and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the periods for the Company’s obligations in respect of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Trustee may assume that no Change of Control Redemption Price is paid in full, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole Put Event or in part, by the Holder into shares of Common Stock, or in the event the conversion date is after the consummation of the Change of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v)Control or other such event has occurred. The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty.75

Change of Control Redemption. (ia) Upon If a Change of Control occurring prior to the fifth anniversary of the Issue Dateoccurs, a each Holder of the Preferred Stock shall have the right, but not the obligation, right to require the Company to redeem repurchase all or any part (in integral multiples of $1,000) of such Holder’s Preferred Stock Notes at a cash redemption price equal to the greater of (i) 105100% of the Accreted Value per share Outstanding Principal Amount of Preferred Stock the Notes to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (ii) interest on the fair value of the consideration as of Notes, if any, to, but excluding, the date of such purchase (subject to the right of Holders of record on any relevant Record Date to receive interest due on any relevant Interest Payment Date): (b) Within 15 days following any Change of Control, as determined in good faith by the Board of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof (the “Change of Control Redemption Price”) within five Trading Days after the Company’s receipt of such send a notice (the “Change of Control Redemption Offer”) to each Holder at the address appearing in the note register, with a copy to the Trustee, stating: (i) that a Change of Control Offer is being made and that such Holder has the right to require the Company to purchase such Holder’s Notes at the redemption price set forth above plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on any relevant Record Date to receive interest and principal due on any relevant Interest Payment Date) (the “Change of Control Payment”); (ii) the repurchase date (which shall be no earlier than 15 days nor later than 75 days from the date such notice is distributed to Holders) (the “Change of Control Payment Date”). Notwithstanding anything herein to ; (iii) the contrary, the periods for the Company’s obligations in respect of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or procedures determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased; (iv) that any Notes not tendered will continue to accrue interest in accordance with the terms of the applicable Note and this Indenture; (v) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile or electronic mail transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that such redemptions Holder is unconditionally withdrawing its election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to the then remaining balance of principal amount per Note. (c) On the Change of Control Payment Date (or such earlier date as set forth below), the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent one (1) Business Day prior to the Change of Control Payment Date or tender agent for such Change of Control Offer an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and (iii) deliver or cause to be delivered to the Registrar the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) The Paying Agent or tender agent for such Change of Control Offer shall promptly pay to each Holder of Notes so tendered the Change of Control Payment for such Notes, and upon receipt of an Authentication Order and following execution by the Company of a new note, the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a minimum principal amount of $2,000. (e) Subject to the definition of a Change in Control, the Change of Control provisions described above shall be deemed applicable whether or not any other provisions of this Indenture are applicable. (f) The Company shall not be required to be voluntary prepaymentsmake a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to this Indenture unless and until there is a default in payment of the applicable redemption price, plus accrued and unpaid interest to, but excluding, the proposed Early Redemption Date. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in this Section 8(b)advance of a Change of Control, until conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Redemption Price is paid at the time of making the Change of Control Offer. (g) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in fullconnection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the shares Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue of Preferred Stock submitted for redemption under the conflict. (h) The parties hereto expressly acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, the Holders shall not be entitled to the rights described in this Section 8 may be converted pursuant 5.1 solely due to Section 6, in whole or in part, by the Holder into shares of Common Stock, or in the event the conversion date is after the consummation of the Change of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penaltytransaction described on Schedule 1.1 hereto.

Change of Control Redemption. (ia) Upon In the event that a Change of Control occurring prior shall occur, the Company will give written notice ("COMPANY NOTICE") thereof to the fifth anniversary Noteholders. The Company Notice shall be delivered no later than three (3) Business Days following the occurrence of any Change of Control. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail; (ii) make reference to this SECTION 4.3 and the right of the Issue Date, Noteholders to require payment on the terms and conditions provided for in this SECTION 4.3; and (iii) offer in writing to redeem the outstanding Notes for a Holder redemption price ("REDEMPTION PRICE") equal to 100% of the Preferred Stock principal amount of the Notes, plus accrued interest to the date of redemption. Each Noteholder shall have the rightright to accept such offer and require redemption of the Notes held by the Noteholder by written notice to the Company ("NOTEHOLDER NOTICE") within thirty (30) days following receipt of the Company Notice specifying a date for redemption ("REDEMPTION DATE") which Redemption Date shall not be later than three (3) Business Days after the date of the Noteholder Notice. The Company shall on each Redemption Date pay the redemption price with accrued interest to the Redemption Date. (b) Without limiting the foregoing, but not notwithstanding the obligationfailure on the part of the Company to give the Company Notice herein required as a result of the occurrence of a Change of Control, each Noteholder shall have the right to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to Noteholder's Note for the greater of (i) 105% of the Accreted Value per share of Preferred Stock to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (ii) the fair value of the consideration as of the date of such Change of Control, as determined in good faith by the Board of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election Redemption Price within thirty (30) days after such Noteholder has actual knowledge of receipt of the any Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that Control. In such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are then in effect)event, the Company shall make payment of redeem such Noteholder's Note on the redemption price payable under either Sections 8(b)(i) or (ii) hereof (the “Change of Control Redemption Price”) within five Trading Days after the Company’s receipt of such notice (the “Change of Control Redemption Date”). Notwithstanding anything herein to the contrary, the periods for the Company’s obligations in respect of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid in full, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, by the Holder into shares of Common Stock, or date designated in the event the conversion date is after the consummation of the Change of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended Noteholder's Notice delivered by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penaltyNoteholder.

Change of Control Redemption. (ia) Upon a Change of Control occurring prior to the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the greater of (i) 105% of the Accreted Value per share of Preferred Stock to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (ii) the fair value of the consideration as of the date of such any Change of Control, as determined in good faith by the Board First Priority Holders shall have the right to have their First Priority Securities redeemed at the Redemption Price (a “Change of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6Control Redemption”). (iib) Upon a Not more than ninety (90) days and not less than sixty (60) days prior to any Change of Control occurring on or after the fifth anniversary of the Issue DateControl, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at shall deliver a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control to the First Priority Indenture Trustee (the “Trustee Change of Control Notice, which notice ”). The Trustee Change of Control Notice shall indicate include (a) an explanation of the number Change of shares of Preferred Stock that such Holder elects for Control; (b) an offer by the Company to redeem. Subject pay the Redemption Price to any or all of the First Priority Holders on or before the Change of Control Date; (c) the Change of Control Date and, if prior to the Company’s prior compliance with Sections 4.10Change of Control Date, 4.15 the Redemption Date; (d) the applicable Redemption Price and 4.16 an explanation of how the applicable Redemption Price was calculated, including allocation by principal, interest, premium, and Additional Amounts, as applicable; (e) all of the Indentures information required to be included in a Trustee Redemption Notice under Section 3.3(c)(i), (v), (vi), (vii), and (viii) and all of the information provided to the extent that Second Priority Indenture Trustee or any Second Priority Holder in connection with the same Change of Control; (f) information concerning the business of the securities issued thereunder are then outstanding Company and its Restricted Subsidiaries that the Company and its Restricted Subsidiaries in good faith believe will enable the First Priority Indenture Trustee and the covenants First Priority Holders to act in such Sections an informed manner with respect to the Change of Control Notice and the rights appurtenant thereto, including the most recent annual and quarterly financial statements of the Indentures are then in effect)Company and its Restricted Subsidiaries, and appropriate pro forma financial information concerning the Company shall make payment Change of Control; (g) the redemption price payable under either Sections 8(b)(i) date by which a First Priority Holder must elect to have all or (ii) hereof part of its First Priority Securities redeemed (the “Change of Control Redemption PriceElection Date”); (h) within five Trading Days after the Company’s receipt a form by which each First Priority Holder may elect to have all or part of such notice its First Priority Securities redeemed (the “Change of Control Redemption DateElection Form”). Notwithstanding anything herein ; and (i) a statement of whether the Company elects to have the contrary, the periods for the Company’s obligations in respect First Priority Indenture Trustee give notice of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid in fullto the First Priority Holders on behalf of and at the expense of the Company or whether the Company elects to give notice of redemption on its own behalf. (c) Not more than ninety (90) and not less than sixty (60) days prior to any Change of Control, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant Company shall deliver to Section 6, in whole or in part, by the each First Priority Holder into shares of Common Stock, or in the event the conversion date is after the consummation a notice of the Change of Control, equity interests Control (the “Holder Change of Control Notice”). The Holder Change of Control Notice shall include (a) all of the successor entity substantially equivalent information required to be included in a Trustee Change of Control Notice under Section 3.4(b); and (b) a detailed description of the process for redemption, including the address(es) of the Paying Agent(s) and First Priority Indenture Trustee. The Company may elect that the First Priority Indenture Trustee provide the Holder Change of Control Notice on behalf of the Company, at the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that expense, and, if made, such election shall be stated by the Company in the event Trustee Change of Control Notice. Whether delivered by the Company or by the First Priority Indenture Trustee, the First Priority Holders shall receive the Holder Change of Control Notice not less than thirty (30) nor more than sixty (60) days prior to earlier of the Company’s redemption Change of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates Control Date and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity corresponding Redemption Date and not as a penaltyless than fifteen (15) days prior to the applicable Change of Control Election Date.

Change of Control Redemption. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control (as defined below), the Company shall deliver written notice thereof via facsimile and overnight courier to the Payee (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the Payee's receipt of a Change of Control occurring prior to the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the greater of (i) 105% of the Accreted Value per share of Preferred Stock to be redeemed as of Notice and ending on the date of such redemption that is twenty (plus accrued and unpaid dividends20) or (ii) business days after the fair value of the consideration as of the date consummation of such Change of Control, as determined in good faith by the Board of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to Payee may require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal all or any portion of this Note by delivering written notice thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the then Accreted Value Company, which Change of such Preferred Stock (plus accrued and unpaid dividends) Control Redemption Notice shall indicate the principal amount the Payee is electing to be redeemed. (iii) Any Holder requesting redeem. The portion of this Note subject to redemption of its Preferred Stock pursuant to this Section 8(b) 7 shall give be redeemed by the Company written notice in cash at a price equal to 120% of the principal amount being redeemed plus the amount of any accrued but unpaid interest on such principal through the date of such election within thirty (30) days of receipt of the Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof (the “Change of Control Redemption Price”) within five Trading Days after the Company’s receipt of such notice (the “Change of Control Redemption Date”). Notwithstanding anything herein to the contrary, the periods for the Company’s obligations in respect of redemption will be extended to the extent necessary to comply with applicable securities laws and rulespayment. To the extent redemptions required by this Section 8(b) 7 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid in full, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, by the Holder into shares of Common Stock, or in the event the conversion date is after the consummation of the Change of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Preferred Stock Note under this Section 8(b)7, a Holder’s the Payee's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holderthe Payee. Accordingly, any redemption premium due under this Section 8(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s the Payee's actual loss of its investment opportunity and not as a penalty.. For purposes of this Note, (A) "CHANGE OF CONTROL" means any Fundamental Transaction other than (1) any reorganization, recapitalization or reclassification of the Common Stock in which holders of the Company's voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (2) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company, (B) "FUNDAMENTAL TRANSACTION" means that the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) allow another Person or Persons to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the Person or Persons making or party to, or associated or affiliated with the Person or Persons making or

Change of Control Redemption. (ia) Upon a Change of Control occurring prior to the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the greater of (i) 105% of the Accreted Value per share of Preferred Stock to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (ii) the fair value of the consideration as of the date of such any Change of Control, as determined in good faith by the Board First Priority Holders shall have the right to have their First Priority Securities redeemed at the Redemption Price (a “Change of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6Control Redemption”). (iib) Upon a Not more than ninety (90) days and not less than sixty (60) days prior to any Change of Control occurring on or after the fifth anniversary of the Issue DateControl, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at shall deliver a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control to the First Priority Indenture Trustee (the “Trustee Change of Control Notice, which notice ”). The Trustee Change of Control Notice shall indicate include (a) an explanation of the number Change of shares of Preferred Stock that such Holder elects for Control; (b) an offer by the Company to redeem. Subject pay the Redemption Price to any or all of the First Priority Holders on or before the Change of Control Date; (c) the Change of Control Date and, if prior to the Company’s prior compliance with Sections 4.10Change of Control Date, 4.15 the Redemption Date; (d) the applicable Redemption Price and 4.16 an explanation of how the applicable Redemption Price was calculated, including allocation by principal, interest, premium, and Additional Amounts, as applicable; (e) all of the Indentures information required to be included in a Trustee Redemption Notice under Section 3.3(c)(i), (v), (vi), (vii), and (viii) and all of the information provided to the extent that Second Priority Indenture Trustee or any Second Priority Holder in connection with the same Change of Control; (f) information concerning the business of the securities issued thereunder are then outstanding Company and its Restricted Subsidiaries that the Company and its Restricted Subsidiaries in good faith believe will enable the First Priority Indenture Trustee and the covenants First Priority Holders to act in such Sections an informed manner with respect to the Change of Control Notice and the rights appurtenant thereto, including the most recent annual and quarterly financial statements of the Indentures are then in effect)Company and its Restricted Subsidiaries, and appropriate pro forma financial information concerning the Company shall make payment Change of Control; (g) the redemption price payable under either Sections 8(b)(i) date by which a First Priority Holder must elect to have all or (ii) hereof part of its First Priority Securities redeemed (the “Change of Control Redemption PriceElection Date”); (h) within five Trading Days after the Company’s receipt a form by which each First Priority Holder may elect to have all or part of such notice its First Priority Securities redeemed (the “Change of Control Redemption DateElection Form”). Notwithstanding anything herein ; and (i) a statement of whether the Company elects to have the contrary, the periods for the Company’s obligations in respect First Priority Indenture Trustee give notice of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid in full, to the shares First Priority Holders on behalf of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, by and at the Holder into shares of Common Stock, or in the event the conversion date is after the consummation expense of the Change Company or whether the Company elects to give notice of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of on its investment opportunity and not as a penaltyown behalf.

Change of Control Redemption. (i) Upon Subject to the provisions of this Section 7, upon the occurrence of a Change of Control occurring prior to Control, the fifth anniversary Company shall redeem, out of funds legally available therefor, all of the Issue Date, a Holder then-outstanding Shares of the Series A Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at (a cash redemption “Change of Control Redemption”) for a price per Share equal to the greater of of: (i) 105% of the Accreted Liquidation Value per share of Preferred Stock to be redeemed as of the date of for such redemption (Share, plus any unpaid accrued and unpaid dividendsaccumulated dividends on such Share (whether or not declared) or to, but excluding, the Change of Control Redemption Date, and (ii) the fair value of the consideration as of the date of payment that such holders would have received had such holders, immediately prior to such Change of Control, as determined in good faith converted such Shares then held by the Board such holder into shares of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Common Stock at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are applicable Conversion Price then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof effect in accordance with Section 8.1 (the “Change of Control Redemption Price”). In connection with a Change of Control, the Company shall provide written notice of the proposed Change of Control at least prior to the twentieth (20th) within five Trading Days Business Day prior to the date on which the Company anticipates consummating a Change of Control (or if later and subject to this Section 7.1, promptly after the Company’s receipt Company discovers that a Change of Control may occur). Any such Change of Control Redemption shall occur on the date of consummation of the Change of Control and in accordance with a written notice from the Company (the “Change of Control Redemption DateNotice”). Notwithstanding anything herein , which must be delivered by the Company at least five (5) Business Days prior to the contrary, the periods consummation of such Change of Control. In exchange for the Company’s obligations in respect of redemption will be extended surrender to the extent necessary to comply with applicable securities laws and rules. To Company by the extent redemptions required by this Section 8(b) are deemed or determined by a court respective holders of competent jurisdiction to be prepayments Shares of the Series A Preferred Stock by of their certificate or certificates, if any, or an affidavit of loss, representing such Shares on or after the Companyapplicable Change of Control Redemption Date in accordance with Section 7.8 below, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid for the Shares being redeemed shall be payable in full, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, cash by the Holder into shares Company in immediately available funds to the respective holders of Common the Series A Preferred Stock, or in except to the event extent prohibited by applicable Delaware law, and provided that the conversion date is after the consummation of Company shall only be required to pay the Change of ControlControl Redemption Price simultaneously with, equity interests or immediately after, satisfaction of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event all of the Company’s redemption of obligations under the Credit Facility (as defined in the Investment Agreement) or that would otherwise have been required to be repaid in accordance with the Credit Facility without giving effect to any portion of the Preferred Stock under this Section 8(b)waivers, a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penaltyamendments or modifications thereof.

Change of Control Redemption. (a) Unless (i) Upon a the Requisite Second Priority Holders shall waive the provisions of this Section 3.5 with respect to such Change of Control occurring prior to the fifth anniversary following receipt of the Issue Date, a Holder Change of the Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal to the greater of (i) 105% of the Accreted Value per share of Preferred Stock to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) Control Notice or (ii) the fair value Buyer is an Approved Buyer, as evidenced by a certificate of the consideration Board provided to the Trustee and to each Second Priority Holder in the same manner as the Holder Change of the date of such Control Notice, upon any Change of Control, as determined in good faith by the Board Second Priority Holders shall have the right to have their Second Priority Securities redeemed at the Redemption Price (a “Change of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6Control Redemption”). (iib) Upon a Not more than ninety (90) days and not less than sixty (60) days prior to any Change of Control occurring on or after the fifth anniversary of the Issue DateControl, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at shall deliver a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control to the Trustee (the “Trustee Change of Control Notice, which notice ”). The Trustee Change of Control Notice shall indicate include (i) an explanation of the number Change of shares of Preferred Stock that such Holder elects for Control; (ii) an offer by the Company to redeem. Subject pay the Redemption Price to any or all of the Second Priority Holders on or before the Change of Control Date; (iii) the Change of Control Date and, if prior to the Company’s prior compliance with Sections 4.10Change of Control Date, 4.15 the Redemption Date; (iv) the applicable Redemption Price and 4.16 an explanation of how the applicable Redemption Price was calculated, including allocation by principal, interest, premium, and Additional Amounts, as applicable; (v) all of the Indentures information required to be included in a Trustee Redemption Notice under Section 3.4(c)(i), (to v), (vi), (vii), and (viii); (vi) the extent that any most recent annual and quarterly financial statements of the securities issued thereunder are then outstanding Company and its Restricted Subsidiaries and any other information required by applicable law to be included therein; (vii) the covenants in such Sections date by which a Second Priority Holder must elect to have all or part of the Indentures are then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof its Second Priority Securities redeemed (the “Change of Control Redemption PriceElection Date”); (viii) within five Trading Days after the Company’s receipt a form by which each Second Priority Holder may elect to have all or part of such notice its Second Priority Securities redeemed (the “Change of Control Redemption DateElection Form”); and (ix) a statement of whether the Company elects to have the Trustee give notice of the Change of Control to the Second Priority Holders on behalf of and at the expense of the Company or whether the Company elects to give notice of redemption on its own behalf. In addition to the requirements above, the Company shall also provide to each Holder of Second Priority Securities and the Trustee such documents that it is required to furnish under the First Priority Indenture and any indenture governing Indebtedness refinancing the First Priority Securities; provided however, the Company shall not be obligated to provide any documents to the Holders of the Second Priority Securities or the Trustee that it is required to furnish under an indenture governing Indebtedness refinancing the First Priority Securities, if such documentation was not also required to be delivered under the First Priority Indenture. (c) Not more than ninety (90) and not less than sixty (60) days prior to any Change of Control, the Company shall deliver to each Second Priority Holder a notice of the Change of Control (the “Holder Change of Control Notice”). Notwithstanding anything herein The Holder Change of Control Notice shall include (i) all of the information required to be included in a Trustee Change of Control Notice under Section 3.5(b); and (ii) a detailed description of the contraryprocess for redemption, including the periods for address(es) of the Paying Agent(s) and Trustee. The Company may elect that the Trustee provide the Holder Change of Control Notice on behalf of the Company, at the Company’s obligations expense, and, if made, such election shall be stated by the Company in respect the Trustee Change of redemption will Control Notice. Whether delivered by the Company or by the Trustee, the Second Priority Holders shall receive the Holder Change of Control Notice not less than thirty (30) nor more than sixty (60) days prior to earlier of the Change of Control Date and the corresponding Redemption Date and not less than fifteen (15) days prior to the applicable Change of Control Election Date. (d) Only those Second Priority Holders who return a properly completed Change of Control Election Form to the Trustee by the Change of Control Election Date shall be extended entitled to have their Second Priority Securities redeemed. The Trustee shall promptly notify the Company of the principal amount of the Second Priority Securities of the Second Priority Holders who have timely returned a Change of Control Election Form. Other than delivering the Change of Control Election Form (or assisting any members of, or participants in, the Depositary (“Agent Members”) in the execution and delivery of the Change of Control Election Form), holders of interests in Global Securities are not required to take any action in order to have such Global Securities redeemed, to the extent necessary of such interests, pursuant to comply with applicable securities laws this Section 3.5. Second Priority Holders whose interests are reflected in Definitive Securities, as a condition to having such Certificated Priority Securities redeemed pursuant to this Section 3.5, shall surrender their Definitive Securities to the Paying Agent for delivery to the Trustee (or directly to the Trustee if the Trustee is acting as Paying Agent) for cancellation. (e) As required under Section 3.6 hereof, and rulesin any event on or before the date that any Change of Control occurs, the Company shall pay to the Paying Agent the aggregate Redemption Price for all Second Priority Securities for which a properly completed Change of Control Election Form was timely delivered to the Trustee (the “Change of Control Amount”). To the extent redemptions required that the Paying Agent receives the Change of Control Amount, the Paying Agent shall promptly pay the respective portions of the Change of Control Amount to the Second Priority Holders who timely elected to have their Second Priority Securities redeemed. (f) Upon payment of the Change of Control Amount to the applicable Second Priority Holders, the Trustee shall reduce, by this means of an appropriate adjustment in its records, the principal amount of the Global Security by an amount equal to the Change of Control Amount paid to the Second Priority Holders of the Global Security (or shall deem surrendered, and shall cancel, the Global Security if all interests under the Global Security have been redeemed) and shall promptly cancel all Certificated Securities surrendered to the Paying Agent in accordance with Section 8(b3.5(d) are deemed or determined (upon delivery of such Certificated Securities by the Paying Agent to the Trustee if the Trustee is not acting as Paying Agent). If part but not all of a Definitive Security is sought to be redeemed by a court of competent jurisdiction to be prepayments Second Priority Holder, then, upon cancellation of the Preferred Stock surrendered Definitive Security, the Company shall execute and the Trustee shall authenticate and deliver to the Second Priority Holder of the Certificated Security so surrendered and cancelled, without charge, a new Certificated Security in a principal amount equal to (x) the principal amount of the surrendered and cancelled Certificated Security of such Second Priority Holder, less (y) the Change of Control Amount distributed to such Second Priority Holder. (g) Any Trustee Change of Control Notice and any Holder Change of Control Notice shall be irrevocable and non-cancelable once sent. Once any Trustee Change of Control Notice or Holder Change of Control Notice becomes irrevocable and non-cancelable, the Second Priority Securities called for redemption therein become due and payable on the Redemption Date and at the Redemption Price. No failure by the Company, such redemptions shall be deemed any Restricted Subsidiary, any Guarantor, or the Trustee to be voluntary prepayments. Notwithstanding anything to comply with the contrary in procedures of this Section 8(b), until 3.4 shall in any way impair the Change rights of Control the Second Priority Holders to receive the Redemption Price is paid in full, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, by the Holder into shares of Common Stock, or in the event the conversion date is after the consummation of the connection with any Change of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty.

Change of Control Redemption. (ia) Upon the occurrence of a Change in Control, each Holder will have the right to require that the Company redeem by purchase all or a portion of such Holder's Notes pursuant to the terms described below (the "Change of Control occurring prior to the fifth anniversary of the Issue DateRedemption"), a Holder of the Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at a cash purchase redemption price equal to the greater of (i) 105101% of the Accreted Value per share of Preferred Stock principal amount thereof plus accrued interest to be redeemed as of the date of such redemption (plus accrued and unpaid dividends) or (ii) the fair value of the consideration as of the date of such Change of Control, as determined in good faith by the Board of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (iib) Upon a Within 30 days following the date upon which the Change of Control occurring on or after occurred (the fifth anniversary "Change of Control Date"), the Issue DateCompany shall send, by first class mail, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Stock at a cash redemption price equal notice to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) Holders at their last registered address, with a copy to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) the Trustee, which notice shall give govern the Company written notice of such election within thirty (30) days of receipt terms of the Change of Control Notice, which Redemption. The notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 Holders shall contain all instructions and 4.16 of the Indentures (materials necessary to enable such Holders to tender Notes pursuant to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof (the “Change of Control Redemption Price”Redemption. Such notice shall state: (1) within five Trading Days after the Company’s receipt of such notice (the “Change of Control Redemption Date”). Notwithstanding anything herein to the contrary, the periods for the Company’s obligations in respect of redemption will be extended to the extent necessary to comply with applicable securities laws and rules. To the extent redemptions required by this Section 8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until that the Change of Control Redemption Price is paid being made pursuant to this Section 4.17 and that all Notes tendered and not withdrawn will be accepted for payment; (2) the redemption price (including the amount of accrued interest) and the redemption date (which shall be no earlier than 35 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date") and that the Change of Control Redemption will remain open for at least 20 Business Days and until the close of business of the Business Day prior to the Change of Control Payment Date; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in fullmaking payment therefor, each Note accepted for payment pursuant to the Change of Control Redemption shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note redeemed pursuant to a Change of Control Redemption will be required to surrender the Note, with the form entitled "Option of Holder to Elect Redemption" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the shares principal amount of Preferred Stock submitted the Notes the Holder delivered for redemption and a statement that such Holder is withdrawing his or her election to have such Note redeemed; (7) that Holders whose Notes are redeemed only in part will be issued new Notes in a principal amount equal to the unredeemed portion of the Notes surrendered; provided that each Note redeemed and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and (8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions thereof tendered pursuant to the Change of Control Redemption, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the redemption price plus accrued interest, if any, to the Change of Control Payment Date of all Notes so tendered, and (iii) deliver to the Trustee the Notes accepted, together with an Officer's Certificate stating the Notes or portions thereof being redeemed by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted delivered to the Trustee and referenced in such Officer's Certificate payment in an amount equal to the redemption price plus accrued interest, if any, to the Change of Control Payment Date and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unredeemed portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holder thereof. For purposes of this Section 4.17, the Trustee shall act as the Paying Agent. Any amounts so deposited with the Paying Agent remaining after 180 days after the Change of Control Payment Date shall be returned by the Trustee or the Paying Agent, as applicable, to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Redemption. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 8 may 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be converted pursuant deemed to Section 6, in whole or in part, by the Holder into shares of Common Stock, or in the event the conversion date is after the consummation of the Change of Control, equity interests of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event of the Company’s redemption of any portion of the Preferred Stock have breached its obligations under this Section 8(b), a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended 4.17 by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penaltyvirtue thereof.

Change of Control Redemption. (i) Upon Subject to the provisions of this Section 7, upon the occurrence of a Change of Control occurring prior to Control, the fifth anniversary Company shall redeem, out of funds legally available therefor, all of the Issue Date, a Holder then-outstanding Shares of the Series B Preferred Stock shall have the right, but not the obligation, to require the Company to redeem such Holder’s Preferred Stock at (a cash redemption “Change of Control Redemption”) for a price per Share equal to the greater of of: (i) 105% of the Accreted Liquidation Value per share of Preferred Stock to be redeemed as of the date of for such redemption (Share, plus any unpaid accrued and unpaid dividendsaccumulated dividends on such Share (whether or not declared) or to, but excluding, the Change of Control Redemption Date, and (ii) the fair value of the consideration as of the date of payment that such holders would have received had such holders, immediately prior to such Change of Control, as determined in good faith converted such Shares then held by the Board such holder into shares of Directors, that such Holder would have received if, immediately prior to such redemption, it had voluntarily converted its Preferred Stock pursuant to Section 6. (ii) Upon a Change of Control occurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not the obligation (subject to Section 8(a)(ii)), to require the Company to redeem such Holder’s Preferred Common Stock at a cash redemption price equal to the then Accreted Value of such Preferred Stock (plus accrued and unpaid dividends) to be redeemed. (iii) Any Holder requesting redemption of its Preferred Stock pursuant to this Section 8(b) shall give the Company written notice of such election within thirty (30) days of receipt of the Change of Control Notice, which notice shall indicate the number of shares of Preferred Stock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, 4.15 and 4.16 of the Indentures (to the extent that any of the securities issued thereunder are then outstanding and the covenants in such Sections of the Indentures are applicable Conversion Price then in effect), the Company shall make payment of the redemption price payable under either Sections 8(b)(i) or (ii) hereof effect in accordance with Section 8.1 (the “Change of Control Redemption Price”). In connection with a Change of Control, the Company shall provide written notice of the proposed Change of Control at least prior to the twentieth (20th) within five Trading Days Business Day prior to the date on which the Company anticipates consummating a Change of Control (or if later and subject to this Section 7.1, promptly after the Company’s receipt Company discovers that a Change of Control may occur). Any such Change of Control Redemption shall occur on the date of consummation of the Change of Control and in accordance with a written notice from the Company (the “Change of Control Redemption DateNotice”). Notwithstanding anything herein , which must be delivered by the Company at least five (5) Business Days prior to the contrary, the periods consummation of such Change of Control. In exchange for the Company’s obligations in respect of redemption will be extended surrender to the extent necessary to comply with applicable securities laws and rules. To Company by the extent redemptions required by this Section 8(b) are deemed or determined by a court respective holders of competent jurisdiction to be prepayments Shares of the Series B Preferred Stock by of their certificate or certificates, if any, or an affidavit of loss, representing such Shares on or after the Companyapplicable Change of Control Redemption Date in accordance with Section 7.8 below, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 8(b), until the Change of Control Redemption Price is paid for the Shares being redeemed shall be payable in full, the shares of Preferred Stock submitted for redemption under this Section 8 may be converted pursuant to Section 6, in whole or in part, cash by the Holder into shares Company in immediately available funds to the respective holders of Common the Series B Preferred Stock, or in except to the event extent prohibited by applicable Delaware law, and provided that the conversion date is after the consummation of Company shall only be required to pay the Change of ControlControl Redemption Price simultaneously with, equity interests or immediately after, satisfaction of the successor entity substantially equivalent to the Company’s Common Stock pursuant to Section 6(c)(v). The parties hereto agree that in the event all of the Company’s redemption of obligations under the Credit Facility (as defined in the Investment Agreement) or that would otherwise have been required to be repaid in accordance with the Credit Facility without giving effect to any portion of the Preferred Stock under this Section 8(b)waivers, a Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for each Holder. Accordingly, any redemption premium due under this Section 8(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penaltyamendments or modifications thereof.