Common use of Change of Control Redemption Clause in Contracts

Change of Control Redemption. (i) In connection with a Change of Control described in Section 8(c)(i)(B), 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 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (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, if not the Corporation, redeem) (a “Change of Control Redemption”) all, but not less than all, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price (the “Make Whole Change of Control Redemption Price”) 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 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 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”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.

Change of Control Redemption. (i) In connection with Upon a Change of Control described in Section 8(c)(i)(B)occurring prior to the fifth anniversary of the Issue Date, each a Holder of Series B the Preferred Stock shall have the right (exercisable at right, but not the obligation, to require the Company to redeem such Holder’s option) to require, by request in writing Preferred Stock at a cash redemption price equal to the Corporation during greater of (i) 105% of the period starting 50 days prior Accreted Value per share of Preferred Stock to be redeemed as of the consummation date of such Change redemption (plus accrued and unpaid dividends) or (ii) the fair value of Control and ending on the consideration as of the date that is 10 days prior to the consummation of such Change of Control (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, if not as determined in good faith by the CorporationBoard of Directors, redeemthat 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 Redemption”) alloccurring on or after the fifth anniversary of the Issue Date, a Holder of the Preferred Stock shall have the right, but not less than allthe obligation (subject to Section 8(a)(ii)), of 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 Series B Preferred StockStock that such Holder elects for the Company to redeem. Subject to the Company’s prior compliance with Sections 4.10, out 4.15 and 4.16 of funds legally available thereforthe 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), at a purchase 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”) for any share of Series B Preferred Stock equal to (A) if within five Trading Days after 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 Company’s receipt 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 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 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 notice (the “Designated 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) that 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 not less than 30 nor more than 45 days 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 date consummation of the Change of Control Notice in connection with such 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 Corporation redeem 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 shares actual loss 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 Datesits investment opportunity and not as a penalty. (iii) In connection with a Change of Control described in Section 8(c)(i)(C), 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.

Change of Control Redemption. No sooner than fifteen (i15) In connection with a Change of Control described in Section 8(c)(i)(B), each Holder of Series B Preferred Stock shall have the right days nor later than ten (exercisable at the Holder’s option10) to require, by request in writing to the Corporation during the period starting 50 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 Notice and ending on the date that is 10 twenty (20) business days prior to after the consummation of such Change of Control (such date of consummationControl, the “Change Payee may require the Company to redeem all or any portion of Control Date”)this Note by delivering written notice thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, that the Corporation redeem (or that the acquiring or surviving Person in such Change of Control, if not the Corporation, redeem) (a “Change of Control Redemption”) all, but not less than all, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price (the “Make Whole which Change of Control Redemption Price”) for any share Notice shall indicate the principal amount the Payee is electing to redeem. The portion of Series B Preferred Stock this Note subject to redemption pursuant to this Section 7 shall be redeemed by the Company 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 redemption payment. To the extent redemptions required by this Section 7 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 7, 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 the Payee. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Payee's actual loss of its investment opportunity and not as a penalty. For purposes of this Note, (A) if the applicable Change of Control Redemption Date is prior to the fourth anniversary of the Original Issuance Date, the sum of "CHANGE OF CONTROL" means any Fundamental Transaction other than (1) any reorganization, recapitalization or reclassification of the Liquidation Preference plus Common Stock in which holders of the Accrued Dividends 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 share as of the applicable Change of Control Redemption Date and entity or entities, or (2) an amount equal pursuant to a migratory merger effected solely for the net present value (computed using a discount rate equal to purpose of changing the Treasury Rate plus 50 basis points) jurisdiction of incorporation of the sum of all Series B Preferred Stock Dividends Company, (B) "FUNDAMENTAL TRANSACTION" means that would otherwise be payable on such share of Series B Preferred Stock on and after the applicable Change of Control Redemption Date to and including Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the fourth anniversary of Company is the Original Issuance Date, assuming the Corporation chose to pay such dividends in cashsurviving corporation) another Person, or (B2) if the applicable Change sell, assign, transfer, convey or otherwise dispose of Control Redemption Date is on all or after the fourth anniversary substantially all of the Original Issuance Date, the sum of (1) the Liquidation Preference and (2) the Accrued Dividends of such share as properties or assets of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control RedemptionsCompany to another Person, or cause such Change of Control Redemptions (3) allow another Person or Persons to be effectedmake a purchase, 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 tender or exchange offer that is designated accepted by the Corporation (the “Designated Change holders of Control Redemption Date”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 a purchase price (the “Other Change of Control Redemption Price” ) for any share of Series B Preferred Stock equal to 10150% of the sum outstanding shares of Voting Stock (1) not including any shares of Voting Stock held by the Liquidation Preference and (2) the Accrued Dividends of such share as of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control RedemptionsPerson or Persons making or party to, or cause such Change of Control Redemptions to be effected, on associated or affiliated with the applicable Designated Change of Control Redemption Dates.Person or Persons making or

Change of Control Redemption. (i) In connection with If Change of Control Put Option is specified in the relevant Final Terms as being applicable and a Change of Control described in Section 8(c)(i)(B)Put Event occurs, the holder of each Holder of Series B Preferred Stock shall Note will have the right option (exercisable at the Holder’s option) to require, by request in writing to the Corporation during the period starting 50 days unless prior to the consummation giving of such the relevant Change of Control and ending 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 Issuer), if applicable) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the date that is 10 days prior to the consummation of such Change of Control (such date of consummation, the “Optional Redemption Date at its Change of Control Date”), that Optional Redemption Amount together with interest accrued to (but excluding) the Corporation redeem (or that the acquiring or surviving Person in such Change of Control, if not the Corporation, redeem) (a “Change of Control Redemption”) allOptional Redemption Date. Promptly upon, but not less than alland in any event within 14 days after, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at the Issuer becoming aware that a purchase price (the “Make Whole Change of Control Redemption Price”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) for any share of Series B Preferred Stock equal to (A) if give the applicable Change of Control Redemption Date is prior Put Event Notice to the fourth anniversary of Noteholders. To exercise 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 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 and (2) Date, failing which the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the net present face value (computed using a discount rate equal of any such missing Coupon. Any amount so paid will be reimbursed by the Paying Agent to the Treasury Rate plus 50 basis points) Noteholder against presentation and surrender of the sum relevant missing Coupon (or any replacement issued therefor pursuant to Condition 15 (Replacement of all Series B Preferred Stock Dividends that 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 otherwise be payable on such share 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 Series B Preferred Stock on and after a Note under this Condition 10(f) the applicable holder of the Note must, within the Change of Control Redemption Date Put Period, give notice to the Principal Paying Agent of such exercise in accordance with the standard procedures of Euroclear and including Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the fourth anniversary 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 Original Issuance DateNote so delivered or, assuming in the Corporation chose to pay such dividends case of a Note held through Euroclear and/or Clearstream, Luxembourg, notice received. Payment in cashrespect of any Note so delivered will be made, or (B) if the applicable 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 is by transfer to that bank account and, in every other case, 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 share as of the applicable Change of Control Optional Redemption DateDate against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. For the purposes of these Conditions, receipts issued pursuant to this Condition 10(f) shall be treated as if they were Notes. The Corporation Issuer shall effect such redeem or purchase (or procure the purchase of) the Notes in respect of which the Change of Control Redemptions, or cause such Put Option has been validly exercised in accordance with the provisions of this Condition 10(f) on the Change of Control Redemptions Optional Redemption Date unless previously redeemed (or purchased) and cancelled. Any Exercise Notice, once given, shall be irrevocable except where prior to be effected, on the applicable Change of Control Dates. (ii) In connection with a Change Optional Redemption Date an Event of Control described Default shall have occurred and the Trustee shall have accelerated the Notes, in Section 8(c)(i)(Awhich event such holder, at its option, may elect by notice to the Issuer to withdraw the Exercise Notice and 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 Notes then outstanding have been redeemed or purchased pursuant to this Condition 10(f), each Holder of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to requireIssuer may, 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”) that is giving not less than 30 nor more than 45 60 days’ notice to the Noteholders (such notice being given within 30 days after the date of the Change of Control Notice in connection with such Change of ControlOptional Redemption Date), that redeem or purchase (or procure the Corporation redeem each such Holder’s shares of Series B Preferred Stock, out of funds legally available thereforpurchase of), at its option, all but not some only of the applicable Make Whole remaining outstanding Notes at their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase. If the rating designations employed by any Rating Agency are changed from those which are described in paragraph (ii) of the definition of “Change of Control Redemption Price, whereupon the Corporation shall effect such Change of Control RedemptionsPut Event”, or cause if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of such Change Rating Agency or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Control Redemptions the relevant Rating Agency and this Condition 10(f) shall be construed accordingly. The Trustee is under no obligation to be effected, on the applicable Designated Change of Control Redemption Dates. (iii) In connection with ascertain whether a Change of Control described in Section 8(c)(i)(C), 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 Put Event or Change of Control is publicly disclosed and ending on or any event which could lead to the applicable Designated occurrence of or could constitute a Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Put Event or Change of Control Notice in connection with such Change has occurred, or to seek any confirmation from any Rating Agency pursuant to the definition of ControlNegative Rating Event below, and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that the Corporation redeem each such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price (the “Other no 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 (2) the Accrued Dividends of such share as of the applicable Put Event or Change of Control Redemption Dateor other such event has occurred. 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.75

Change of Control Redemption. (ia) In connection with If a Change of Control described in Section 8(c)(i)(B)occurs, each Holder of Series B Preferred Stock shall have the right to require the Company to repurchase all or any part (exercisable at the in integral multiples of $1,000) of such Holder’s option) Notes at 101% of the Outstanding Principal Amount of the Notes to requirebe redeemed plus accrued and unpaid interest on the Notes, by request in writing if any, to, but excluding, the date of purchase (subject to the Corporation during right of Holders of record on the period starting 50 relevant Record Date to receive principal and interest due on the relevant Quarterly Payment Date): (b) Within 15 days prior to the consummation of such following any Change of Control and ending on Control, the date that is 10 days prior to the consummation of such Change of Control Company shall send a notice (such date of consummation, the “Change of Control 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”); (iii) the procedures determined 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 Corporation redeem 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 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 applicable whether or not any other provisions of this Indenture are applicable. (f) The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the acquiring 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 surviving Person (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 advance of a Change of Control, conditional upon such Change of Control, if not a definitive agreement is in place for the Corporation, redeem) (a “Change of Control Redemption”) all, but not less than all, at the time of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price (making the “Make Whole Change of Control Redemption Price”) 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 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 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 DatesOffer. (iig) In 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 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 Section 8(c)(i)(A), each Holder of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to require, this Indenture 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”) that is not less than 30 nor more than 45 days after the date virtue of the Change of Control Notice in connection 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 Datesconflict. (iii) In connection with a Change of Control described in Section 8(c)(i)(C), 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.

Change of Control Redemption. (ia) In connection with a Upon any Change of Control described in Section 8(c)(i)(B)Control, each Holder of Series B Preferred Stock the First Priority Holders shall have the right (exercisable to have their First Priority Securities redeemed at the Holder’s option) to require, by request in writing to the Corporation during the period starting 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (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, if not the Corporation, redeem) Redemption Price (a “Change of Control Redemption”). (b) all, but Not more than ninety (90) days and not less than all, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price sixty (the “Make Whole 60) days prior to any Change of Control Redemption Price”) 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 DateControl, 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 Company shall deliver 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 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 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”) that is not less than 30 nor more than 45 days after the date notice of the Change of Control to the First Priority Indenture Trustee (the “Trustee Change of Control Notice”). The Trustee Change of Control Notice shall include (a) an explanation of the Change of Control; (b) an offer by the Company to 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 Change of Control Date, the Redemption Date; (d) the applicable Redemption Price and 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 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 Second Priority Indenture Trustee or any Second Priority Holder in connection with such the same Change of Control, ; (f) information concerning the business of the Company and its Restricted Subsidiaries that the Corporation redeem each such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at Company and its Restricted Subsidiaries in good faith believe will enable the applicable Make Whole First Priority Indenture Trustee and the First Priority Holders to act in an informed manner with respect to the Change of Control Redemption PriceNotice and the rights appurtenant thereto, whereupon including the Corporation shall effect such most recent annual and quarterly financial statements of the Company and its Restricted Subsidiaries, and appropriate pro forma financial information concerning the Change of Control; (g) the date by which a First Priority Holder must elect to have all or part of its First Priority Securities redeemed (the “Change of Control Redemptions, Election Date”); (h) a form by which each First Priority Holder may elect to have all or cause such part of its First Priority Securities redeemed (the “Change of Control Redemptions Election Form”); and (i) a statement of whether the Company elects 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 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date First Priority Indenture Trustee give notice of the Change of Control Notice in connection with such Change to the First Priority Holders on behalf of Control, that and at the Corporation redeem each such Holder’s shares of 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% expense of the sum Company or whether the Company elects to give notice of (1) the Liquidation Preference and (2) the Accrued Dividends of such 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, redemption on the applicable Designated Change of Control Redemption Datesits own behalf.

Change of Control Redemption. (i) In connection with Subject to the provisions of this Section 7, upon the occurrence of a Change of Control described in Section 8(c)(i)(B)Control, each Holder the Company shall redeem, out of funds legally available therefor, all of the then-outstanding Shares 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 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (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, if not the Corporation, redeem) (a “Change of Control Redemption”) allfor a price per Share equal to the greater of: (i) the Liquidation Value for such Share, plus any unpaid accrued and accumulated dividends on such Share (whether or not declared) to, but not less than allexcluding, the Change of Control Redemption Date, and (ii) the payment that such Holder’s holders would have received had such holders, immediately prior to such Change of Control, converted such Shares then held by such holder into shares of Series B Preferred Stock, out of funds legally available therefor, Common Stock at a purchase price the applicable Conversion Price then in effect in accordance with Section 8.1 (the “Make Whole 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) 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 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 Notice”), which must be delivered by the Company at least five (5) Business Days prior to the consummation of such Change of Control. In exchange for any share the surrender to the Company by the respective holders of Shares of Series B Preferred Stock equal to (A) of their certificate or certificates, if the applicable Change any, or an affidavit of Control Redemption Date is prior to the fourth anniversary of the Original Issuance Dateloss, the sum of (1) the Liquidation Preference plus the Accrued Dividends of representing 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 Shares on such share of Series B Preferred Stock on and or after the applicable Change of Control Redemption Date to and including in accordance with Section 7.8 below, 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 Price for the fourth anniversary Shares being redeemed shall be payable in cash by the Company in immediately available funds to the respective holders of the Original Issuance Date, the sum of (1) the Liquidation Preference and (2) the Accrued Dividends of such 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”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection with such Change of Control, that the Corporation redeem each such Holder’s shares of Series B Preferred Stock, out of funds legally available thereforexcept to the extent prohibited by applicable Delaware law, at and provided that the applicable Make Whole Company shall only be required to pay the Change of Control Redemption Price, whereupon the Corporation shall effect such Change of Control RedemptionsPrice simultaneously with, or cause such Change immediately after, satisfaction of Control Redemptions all of the Company’s obligations under the Credit Facility (as defined in the Investment Agreement) or that would otherwise have been required to be effectedrepaid in accordance with the Credit Facility without giving effect to any waivers, on the applicable Designated Change of Control Redemption Datesamendments or modifications thereof. (iii) In connection with a Change of Control described in Section 8(c)(i)(C), 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.

Change of Control Redemption. (a) Unless (i) In connection the Requisite Second Priority Holders shall waive the provisions of this Section 3.5 with a respect to such Change of Control described following receipt of a Holder Change of Control Notice or (ii) the Buyer is an Approved Buyer, as evidenced by a certificate of the Board provided to the Trustee and to each Second Priority Holder in Section 8(c)(i)(B)the same manner as the Holder Change of Control Notice, each Holder upon any Change of Series B Preferred Stock Control, the Second Priority Holders shall have the right (exercisable to have their Second Priority Securities redeemed at the Holder’s option) to require, by request in writing to the Corporation during the period starting 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (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, if not the Corporation, redeem) Redemption Price (a “Change of Control Redemption”). (b) all, but Not more than ninety (90) days and not less than allsixty (60) days prior to any Change of Control, the Company shall deliver a notice of such Holder’s shares the Change of Series B Preferred Stock, out of funds legally available therefor, at a purchase price Control to the Trustee (the “Make Whole Trustee Change of Control Notice”). The Trustee Change of Control Notice shall include (i) an explanation of the Change of Control; (ii) an offer by the Company to pay the Redemption PricePrice 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 Change of Control Date, the Redemption Date; (iv) the applicable Redemption Price and 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 information required to be included in a Trustee Redemption Notice under Section 3.4(c)(i), (v), (vi), (vii), and (viii); (vi) the most recent annual and quarterly financial statements of the Company and its Restricted Subsidiaries and any other information required by applicable law to be included therein; (vii) the date by which a Second Priority Holder must elect to have all or part of its Second Priority Securities redeemed (the “Change of Control Election Date”); (viii) a form by which each Second Priority Holder may elect to have all or part of its Second Priority Securities redeemed (the “Change of Control Election 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”). 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 process for any share redemption, including the address(es) of Series B Preferred Stock equal 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 expense, and, if made, such election shall be stated by the Company in the Trustee Change of 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 (A15) if days prior to the applicable Change of Control Redemption Date is prior to the fourth anniversary of the Original Issuance Election Date, the sum of . (1d) the Liquidation Preference plus the Accrued Dividends of such share as of the applicable 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 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 of such interests, pursuant to 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 in any event on or before the date that any Change of Control occurs, the Company shall pay to the Paying Agent the aggregate Redemption Date and Price for all Second Priority Securities for which a properly completed Change of Control Election Form was timely delivered to the Trustee (2the “Change of Control Amount”). To the extent 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 means of an appropriate adjustment in its records, the principal amount of the Global Security by 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 applicable Change of Control Redemption Date Amount paid to and including the fourth anniversary Second Priority Holders of the Original Issuance DateGlobal Security (or shall deem surrendered, assuming and shall cancel, the Corporation chose Global Security if all interests under the Global Security have been redeemed) and shall promptly cancel all Certificated Securities surrendered to pay the Paying Agent in accordance with Section 3.5(d) (upon delivery of such dividends in cash, or (B) Certificated Securities by the Paying Agent to the Trustee if the applicable Change Trustee is not acting as Paying Agent). If part but not all of Control Redemption Date a Definitive Security is on or after the fourth anniversary sought to be redeemed by a Second Priority Holder, then, upon cancellation of the Original Issuance Datesurrendered Definitive Security, the sum 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 (1x) the Liquidation Preference principal amount of the surrendered and (2) the Accrued Dividends cancelled Certificated Security of such share as of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control RedemptionsSecond Priority Holder, or cause such Change of Control Redemptions to be effected, on the applicable Change of Control Dates. less (iiy) 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”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection with Amount distributed to such Change of Control, that the Corporation redeem each such Second Priority 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. (iiig) In connection with a Change of Control described in Section 8(c)(i)(C), 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the 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, any Restricted Subsidiary, any Guarantor, or the Trustee to comply with the procedures of this Section 3.4 shall in any way impair the rights of the Second Priority Holders to receive the Redemption Price in connection with such any Change of Control, that the Corporation redeem each such Holder’s shares of 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.

Change of Control Redemption. (ia) In connection with If a Change of Control described in Section 8(c)(i)(B)occurs, each Holder of Series B Preferred Stock shall have the right to require the Company to repurchase all or any part (exercisable at the in integral multiples of $1,000) of such Holder’s option) Notes at 100% of the Outstanding Principal Amount of the Notes to requirebe redeemed plus accrued and unpaid interest on the Notes, by request in writing if any, to, but excluding, the date of purchase (subject to the Corporation during the period starting 50 right of Holders of record on any relevant Record Date to receive interest due on any relevant Interest Payment Date): (b) Within 15 days prior to the consummation of such following any Change of Control and ending on Control, the date that is 10 days prior to the consummation of such Change of Control Company shall send a notice (such date of consummation, the “Change of Control 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”); (iii) the procedures determined 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 Corporation redeem 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 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 acquiring definition of a Change in Control, the Change of Control provisions described above shall be applicable whether or surviving Person not any other provisions of this Indenture are applicable. (f) The Company shall not be required to make 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 advance of a Change of Control, conditional upon such Change of Control, if not a definitive agreement is in place for the Corporation, redeem) (a “Change of Control Redemption”) all, but not less than all, at the time of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price (making the “Make Whole Change of Control Redemption Price”) 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 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 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 DatesOffer. (iig) In 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 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 Section 8(c)(i)(A)this Indenture by virtue of the conflict. (h) The parties hereto expressly acknowledge and agree that, each Holder of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to require, by request in writing notwithstanding anything to the Corporation during contrary contained in this Agreement, the period starting on Holders shall not be entitled to the date on which rights described in this Section 5.1 solely due to the consummation of such Change of Control is publicly disclosed and ending any transaction described on the date that is designated by the Corporation (the “Designated Change of Control Redemption Date”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 DatesSchedule 1.1 hereto. (iii) In connection with a Change of Control described in Section 8(c)(i)(C), 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.

Change of Control Redemption. (i) In connection with a Change of Control described in Section 8(c)(i)(B), each Holder of Series B Preferred Stock shall have the right (exercisable at the Holder’s option) to require, by request in writing Subject to the Corporation during provisions of this Section 7, upon the period starting 50 days prior to the consummation occurrence of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (such date of consummation, the “Change of Control Date”), that the Corporation redeem (or that the acquiring or surviving Person in such a Change of Control, if not the CorporationCompany shall redeem, redeem) out of funds legally available therefor, all of the then-outstanding Shares of Series A Preferred Stock (a “Change of Control Redemption”) allfor a price per Share equal to the greater of: (i) the Liquidation Value for such Share, plus any unpaid accrued and accumulated dividends on such Share (whether or not declared) to, but not less than allexcluding, the Change of Control Redemption Date, and (ii) the payment that such Holder’s holders would have received had such holders, immediately prior to such Change of Control, converted such Shares then held by such holder into shares of Series B Preferred Stock, out of funds legally available therefor, Common Stock at a purchase price the applicable Conversion Price then in effect in accordance with Section 8.1 (the “Make Whole 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) for any share Business Day prior to the date on which the Company anticipates consummating a Change of Series B Preferred Stock equal Control (or if later and subject to (A) if this Section 7.1, promptly after the applicable Company discovers that a Change of Control may occur). Any such Change of Control Redemption Date is prior to shall occur on the fourth anniversary date of consummation of the Original Issuance Date, Change of Control and in accordance with a written notice from the sum of Company (1) the Liquidation Preference plus the Accrued Dividends of such share as of the applicable “Change of Control Redemption Date and Notice”), which must be delivered by the Company at least five (25) an amount equal Business Days prior to the net present value (computed using a discount rate equal consummation of such Change of Control. In exchange for the surrender to the Treasury Rate plus 50 basis points) Company by the respective holders of the sum Shares of all Series B A Preferred Stock Dividends that would otherwise be payable of their certificate or certificates, if any, or an affidavit of loss, representing such Shares on such share of Series B Preferred Stock on and or after the applicable Change of Control Redemption Date to and including in accordance with Section 7.8 below, 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 Price for the fourth anniversary Shares being redeemed shall be payable in cash by the Company in immediately available funds to the respective holders of the Original Issuance DateSeries A Preferred Stock, except to the sum of (1) extent prohibited by applicable Delaware law, and provided that the Liquidation Preference and (2) Company shall only be required to pay the Accrued Dividends of such share as of the applicable Change of Control Redemption Date. The Corporation shall effect such Change of Control RedemptionsPrice simultaneously with, or cause such Change immediately after, satisfaction of Control Redemptions all of the Company’s obligations under the Credit Facility (as defined in the Investment Agreement) or that would otherwise have been required to be effectedrepaid in accordance with the Credit Facility without giving effect to any waivers, on the applicable Change of Control Datesamendments or modifications thereof. (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”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.

Change of Control Redemption. (ia) In connection with Upon the occurrence of a Change of Control described in Section 8(c)(i)(B)Control, each Holder of Series B Preferred Stock shall will have the right (exercisable at to require that the Company redeem by purchase all or a portion of such Holder’s option) to require, by request in writing 's Notes pursuant to the Corporation during terms described below (the period starting 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (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, if not the Corporation, redeem) (a “"Change of Control Redemption”) all, but not less than all, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor"), at a purchase redemption price (the “Make Whole Change of Control Redemption Price”) 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 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 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”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 a purchase price (the “Other Change of Control Redemption Price” ) for any share of Series B Preferred Stock equal to 101% of the sum principal amount thereof plus accrued interest to the date of redemption. (b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date"), the Company shall send, by first class mail, a notice to the Holders at their last registered address, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Redemption. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Redemption. Such notice shall state: (1) that the Liquidation Preference Change of Control Redemption is being made pursuant to this Section 4.17 and that all Notes tendered and not withdrawn will be accepted for payment; (2) the Accrued Dividends 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 share notice is mailed, other than as may be required by law) (the "Change of Control Payment Date") and that the applicable Change of Control Redemption Date. The Corporation shall effect such 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 RedemptionsPayment Date; (3) that any Note not tendered will continue to accrue interest; (4) that, or cause such Change of Control Redemptions unless the Company defaults in making payment therefor, each Note accepted for payment pursuant to be effected, on the applicable Designated Change of Control Redemption Datesshall 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 principal amount of 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 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof.

Change of Control Redemption. (ia) In connection with the event that a Change of Control described in Section 8(c)(i)(B)shall occur, each Holder of Series B Preferred Stock shall have the right Company will give written notice (exercisable at the Holder’s option"COMPANY NOTICE") to require, by request in writing thereof to the Corporation during Noteholders. The Company Notice shall be delivered no later than three (3) Business Days following the period starting 50 days prior to occurrence of any Change of Control. The Company Notice shall (i) describe the consummation facts and circumstances of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (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, if not the Corporation, redeem) (a “Change of Control Redemption”) all, but not less than all, of such Holder’s shares of Series B Preferred Stock, out of funds legally available therefor, at a purchase price (the “Make Whole Change of Control Redemption Price”) 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 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 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. reasonable detail; (ii) In connection with make reference to this SECTION 4.3 and the right of the 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 Change redemption price ("REDEMPTION PRICE") equal to 100% of Control described in Section 8(c)(i)(A)the principal amount of the Notes, each Holder plus accrued interest to the date of Series B Preferred Stock redemption. Each Noteholder shall have the right (exercisable at to accept such offer and require redemption of the Holder’s option) to require, Notes held by request in writing the Noteholder by written notice to the Corporation during Company ("NOTEHOLDER NOTICE") within thirty (30) days following receipt of the period starting on the Company Notice specifying a date on for redemption ("REDEMPTION DATE") which the consummation of such Change of Control is publicly disclosed and ending on the date that is designated by the Corporation Redemption Date shall not be later than three (the “Designated Change of Control Redemption Date”3) that is not less than 30 nor more than 45 days Business Days after the date of the Change 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, notwithstanding the failure on the part of Control the Company to give the Company Notice in connection with such herein required as a result of the occurrence of a 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 Noteholder shall have the right to require the Company to redeem such Noteholder's Note for the Redemption Price within thirty (exercisable at 30) days after such Noteholder has actual knowledge of any Change of Control. In such event, the Holder’s option) to require, by request in writing to the Corporation during the period starting Company shall redeem such Noteholder's Note on the date on which designated in the consummation of Noteholder's Notice delivered by such Change of Control is publicly disclosed and ending on the applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption DatesNoteholder.

Change of Control Redemption. (ia) In connection with a Upon any Change of Control described in Section 8(c)(i)(B)Control, each Holder of Series B Preferred Stock the First Priority Holders shall have the right (exercisable to have their First Priority Securities redeemed at the Holder’s option) to require, by request in writing to the Corporation during the period starting 50 days prior to the consummation of such Change of Control and ending on the date that is 10 days prior to the consummation of such Change of Control (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, if not the Corporation, redeem) Redemption Price (a “Change of Control Redemption”). (b) all, but Not more than ninety (90) days and not less than allsixty (60) days prior to any Change of Control, the Company shall deliver a notice of such Holder’s shares the Change of Series B Preferred Stock, out of funds legally available therefor, at a purchase price Control to the First Priority Indenture Trustee (the “Make Whole Trustee Change of Control Notice”). The Trustee Change of Control Notice shall include (a) an explanation of the Change of Control; (b) an offer by the Company to pay the Redemption PricePrice 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 Change of Control Date, the Redemption Date; (d) the applicable Redemption Price and 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 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 Second Priority Indenture Trustee or any Second Priority Holder in connection with the same Change of Control; (f) information concerning the business of the 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 First Priority Holders to act in 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 Company and its Restricted Subsidiaries, and appropriate pro forma financial information concerning the Change of Control; (g) the date by which a First Priority Holder must elect to have all or part of its First Priority Securities redeemed (the “Change of Control Election Date”); (h) a form by which each First Priority Holder may elect to have all or part of its First Priority Securities redeemed (the “Change of Control Election Form”); and (i) a statement of whether the Company elects to have the First Priority Indenture Trustee give notice of the Change of Control to 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 Company shall deliver to each First Priority Holder a notice of the Change of Control (the “Holder Change of Control Notice”). The Holder Change of Control Notice shall include (a) all of the 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 any share redemption, including the address(es) of Series B Preferred Stock equal 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 expense, and, if made, such election shall be stated by the Company in the 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 Change of Control Date and the corresponding Redemption Date and not less than fifteen (A15) if days prior to the applicable Change of Control Redemption Date is prior to the fourth anniversary of the Original Issuance Election 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 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 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”) that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 applicable Designated Change of Control Redemption Date that is not less than 30 nor more than 45 days after the date of the Change of Control Notice in connection 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 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 (2) the Accrued Dividends of such 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 Designated Change of Control Redemption Dates.