Common use of Change of Control Repurchase Event Clause in Contracts

Change of Control Repurchase Event. If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes (as described above), the Company shall be required to make an offer (the "Change of Control Offer") to each holder of the Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that holder's Notes on the terms set forth below. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the "Change of Control Payment"). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes (as described above)Repurchase Event, the Company shall be required to make an offer (the "Change of Control Offer") to each holder of the Notes Holder to repurchase all or any part (equal to $1,000 or an integral multiple in excess of $1,000 2,000 and in excess thereofintegral multiples of $1,000) of that holder's such Holder’s Notes on the terms set forth below. In the Change of Control Offer, the Company shall be required to offer payment at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Notes repurchased, purchase plus accrued and unpaid interestinterest to, if anybut not including, on the Notes repurchased to the date of repurchase purchase, in accordance with the terms contemplated in this Section 4.4. (the "Change of Control Payment"). a) Within 30 calendar days following any Change of Control Triggering Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will mail a notice shall be mailed to holders each Holder, with a copy to the Trustee, (the “Change of Control Offer”) stating: (1) that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the Notes describing principal amount thereof on the transaction that constitutes or may constitute date of purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control Triggering Event is about to occur, the circumstances and offering to repurchase relevant facts regarding such Change of Control; (3) the Notes on the purchase date specified in the notice, (which date shall be no earlier than 30 calendar days and no nor later than 60 calendar days from the date such notice is mailed mailed); (4) the "instructions, as determined by the Company, consistent with this Section 4.4, that a Holder must follow in order to have its Notes purchased; and (5) that the offer to purchase is conditioned on the Change of Control Payment Date"). The notice shallRepurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control, state that . (b) On the offer to purchase is conditioned on the date following a Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment DateRepurchase Event, the Company shallwill, to the extent lawful: (1) accept for payment all the Notes or portions of the Notes properly tendered pursuant to its offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes of each series being purchased by the Company. (c) The Paying Agent will promptly mail to each holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note of the relevant series equal in principal amount to any unpurchased portion of any Notes surrendered. (d) Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event with respect to a particular series of Notes, if, with respect to such series of Notes, 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 Section 4.4 applicable to a Change of Control Offer made by the Company and purchases all Notes of such series properly tendered and not withdrawn under such Change of Control Offer. (e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of such conflict.

Change of Control Repurchase Event. If a Change of Control Triggering Repurchase Event occursoccurs with respect to the Notes, unless the Company has exercised its option right to redeem the Notes (as described above)in Section 3.01, the Company shall be required to will make an offer (the "Change of Control Offer") to each holder Holder of the Notes to repurchase all or any part (equal to in minimum denominations of $1,000 or an 2,000 and integral multiple multiples of $1,000 in excess thereof) of that holder's Holder’s Notes on the terms set forth below. In the Change of Control Offer, the Company shall be required to offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, to be repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to accrued thereon to, but excluding, the date of repurchase (the "Change of Control Payment")repurchase. Within 30 days following any Change of Control Triggering Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company will mail a notice shall be mailed to holders of each Holder, with a copy to the Notes Trustee, describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date")mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change payment date specified in the notice. The Company will comply with the requirements of Control Payment Date. On Rule 14e-1 under the Change of Control Payment Date, the Company shall, Exchange Act and any other securities laws and regulations thereunder to the extent lawful:those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control

Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes (as described above)Repurchase Event, the Company shall be required to make an offer (the "Change of Control Offer") to each holder of the Notes Holder to repurchase all or any part (equal to $1,000 or an integral multiple in excess of $1,000 2,000 and in excess thereofintegral multiples of $1,000) of that holder's such Holder’s Notes on the terms set forth below. In the Change of Control Offer, the Company shall be required to offer payment at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Notes repurchased, purchase plus accrued and unpaid interestinterest to, if anybut not including, on the Notes repurchased to the date of repurchase purchase, in accordance with the terms contemplated in this Section 4.4. (the "Change of Control Payment"). a) Within 30 calendar days following any Change of Control Triggering Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will mail a notice shall be mailed to holders each Holder, with a copy to the Trustee, (the “Change of Control Offer”) stating: (1) that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the Notes describing principal amount thereof on the transaction that constitutes or may constitute date of purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control Triggering Event is about to occur, the circumstances and offering to repurchase relevant facts regarding such Change of Control; (3) the Notes on the purchase date specified in the notice, (which date shall be no earlier than 30 calendar days and no nor later than 60 calendar days from the date such notice is mailed mailed); (4) the "instructions, as determined by the Company, consistent with this Section 4.4, that a Holder must follow in order to have its Notes purchased; and (5) that the offer to purchase is conditioned on the Change of Control Payment Date"). The notice shallRepurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control, state that . (b) On the offer to purchase is conditioned on the date following a Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment DateRepurchase Event, the Company shallwill, to the extent lawful: (1) accept for payment all the Notes or portions of the Notes properly tendered pursuant to its offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes of each series being purchased by the Company. (c) The Paying Agent will promptly mail to each holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate after receipt of an Authentication Order and mail (or cause to be transferred by book-entry) to each holder a new Note of the relevant series equal in principal amount to any unpurchased portion of any Notes surrendered. (d) Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event with respect to a particular series of Notes, if, with respect to such series of Notes, 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 Section 4.4 applicable to a Change of Control Offer made by the Company and purchases all Notes of such series properly tendered and not withdrawn under such Change of Control Offer. (e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of such conflict.

Change of Control Repurchase Event. If a Change of Control Triggering Repurchase Event occurs, unless the Company has shall have exercised its option right to redeem the Notes (as described above)in full, the Company shall be required to make an offer (the "Change of Control Offer") to each holder Holder of the Notes to repurchase all or any part (equal to in minimum denominations of $1,000 or an 2,000 and integral multiple multiples of $1,000 in excess thereofprincipal amount) of that holder's Holder’s Notes on the terms set forth below. In the Change of Control Offer, the Company shall be required to offer payment at a repurchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased, repurchased plus any accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to to, but excluding, the date of repurchase (the "Change of Control Payment")repurchase. Within 30 thirty (30) days following any Change of Control Triggering Repurchase Event or, at the option of the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to holders of the Notes each Holder describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date such notice is mailed (the "Change of Control Payment Date")mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful:payment date specified in the

Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Triggering Repurchase Event occurswith respect to the Notes, unless the Company has previously or concurrently exercised its option right to redeem the Notes (as described above), the Company shall be required to make an offer (the "Change of Control Offer") to each holder all of the Notes as described under Section 2.06 each Holder of Notes of such series will have the right, except as provided below, to repurchase require that the Issuer purchase all or any part (equal to in denominations of $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that holder's Holder’s Notes on the terms set forth below. In the Change of Control Offer, the Company shall be required to offer payment in for a cash price equal to 101101.0% of the aggregate principal amount of the Notes repurchasedto be purchased, plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of repurchase purchase (the "“Change of Control Payment"”). Within Not later than 30 days following any Change of Control Triggering Event orRepurchase Event, at the option Company will deliver, or cause to be delivered, to the holders of record of the CompanyNotes, prior with a copy to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Controltrustee, a notice shall be mailed to holders of the Notes notice: (1) describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and Repurchase Event; (2) offering to repurchase purchase, pursuant to the Notes procedures required by the indenture and described in the notice (a “Change of Control Offer”), on the a date specified in the notice, which date shall be no a business day not earlier than 30 days and no days, nor later than 60 days days, from the date such the notice is mailed delivered (the "“Change of Control Payment Date"”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on and for the Change of Control Triggering Event occurring Payment, all Notes that are properly tendered by such holder pursuant to such Change of Control Offer prior to 5:00 p.m. New York time on the second business day preceding the Change of Control Payment Date; and (3) describing the procedures, as determined by the Company, consistent with the indenture, that holders of record of the Notes must follow to accept the Change of Control Offer. On or prior before the Change of Control Payment Date, the Company will, to the extent lawful, deposit with the paying agent an amount equal to the Change of Control Payment Datein respect of the Notes or portions of Notes properly tendered. On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (1) accept for payment all Notes or portions of Notes (in denominations of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the trustee the Notes so accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.