Common use of Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event Clause in Contracts

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described above, the Company will make an offer to each holder of Securities to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holder’s Securities (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to, but excluding, the Repurchase Price Payment Date (the “Repurchase Price”). (b) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of Securities, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That the Change of Control Offer is being made pursuant to this Article 3; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict. (d) On the Repurchase Price Payment Date, the Company will, to the extent lawful: (i) accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities or portions of Securities properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased. (e) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities properly tendered and not withdrawn under its offer. (f) Failure to pay the Repurchase Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Default.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article 3, the Company will shall make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderHolder’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of repurchase (the “Repurchase Price”). (b) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly certify to the Trustee and the Paying Agent as to whether or not such confirmation has been received or denied. (c) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That that the Change of Control Offer is being made pursuant to this Article 38; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Datepayment date specified in the notice. At the Company’s request accompanied by an Officers’ Certificaterequest, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee)reasonable prior notice, the Trustee Security Registrar shall mail such notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (cd) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act of and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (de) On the Repurchase Price Payment Date, the Company willshall, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, time on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of Notes being purchased. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Authenticating Agent shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $25 and integral multiple of $25 in excess thereof. (ef) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event3.02; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. (f) Failure to pay the Repurchase Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Default.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a1) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article V, the Company will shall make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderXxxxxx’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest interest, if any, on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of repurchase (the “Repurchase Price”). (b2) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agency or Rating Agencies, as the case may be, each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly deliver an Officer’s Certificate to the Trustee certifying as to whether or not such confirmation has been received or denied. (3) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying AgentTrustee. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That that the Change of Control Offer is being made pursuant to this Article 3Section 6.2; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice payment date specified in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Companynotice. (c4) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d5) On the Repurchase Price Payment Date, the Company willshall, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tenderedtendered and being repurchased; and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of Notes being purchasedrepurchased. The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Company shall execute and the Trustee shall promptly authenticate (if applicable) and deliver (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. (e6) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. offer or (fii) Failure the Company has given written notice of a redemption as provided under Section 5.2; provided that the Company has not failed to pay the Repurchase Redemption Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Defaulton the Redemption Date.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article V by giving notice of such redemption to the Holders of the Notes pursuant to Section 1104 of the Base Indenture, the Company will make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderHolder’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of purchase (the “Repurchase Price”). (b) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied. (c) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall will give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That Event and offering to repurchase Notes on the Change of Control Offer is being made pursuant to this Article 3; (iii) payment date specified in the Repurchase Price and the date on which the Repurchase Price will be paidnotice, which date shall will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law given (the “Repurchase Price Payment Date”); and (iv) . The notice shall, if the notice is given prior to the date of consummation of the Change of Control, a statement state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice payment date specified in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (c) notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d) On the Change of Control Repurchase Price Payment DateEvent payment date, the Company will, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Securities Notes properly accepted accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Securities Notes being purchasedpurchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Repurchase 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 equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note representing any unpurchased portion of any Notes surrendered will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. (e) Notwithstanding the foregoing, the Company shall will not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. offer or (fii) Failure the Company has given written notice of a redemption as provided under Section 1104 of the Base Indenture; provided that the Company has not failed to pay the Repurchase Redemption Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Defaulton the redemption date.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a1) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article V by giving notice of such redemption to the Holders of the Notes pursuant to Section 1104 of the Base Indenture, the Company will shall make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderHolder’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of purchase (the “Repurchase Price”). The portion of any Note purchased in part must be in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof. (b2) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied. (3) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying AgentTrustee. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That that the Change of Control Offer is being made pursuant to this Article 3Section 6.2; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice payment date specified in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Companynotice. (c4) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d5) On the Repurchase Price Payment Date, the Company willshall, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of Notes being purchased. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. (e6) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. offer or (fii) Failure the Company has given written notice of a redemption as provided under Section 1104 of the Base Indenture; provided that the Company has not failed to pay the Repurchase Redemption Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Defaulton the Redemption Date.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a1) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article V, the Company will shall make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderXxxxxx’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest interest, if any, on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of repurchase (the “Repurchase Price”). (b2) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agency or Rating Agencies, as the case may be, each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly deliver an Officer’s Certificate to the Trustee certifying as to whether or not such confirmation has been received or denied. (3) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying AgentTrustee. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That that the Change of Control Offer is being made pursuant to this Article 3Section 6.2; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice payment date specified in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Companynotice. (c4) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d5) On the Repurchase Price Payment Date, the Company willshall, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tenderedtendered and being repurchased; and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of Notes being purchasedrepurchased. The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Company shall execute and the Trustee shall promptly authenticate (if applicable) and deliver (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. (e6) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. offer or (fii) Failure the Company has given written notice of a redemption as provided under Section 5.2; provided that the Company has not failed to pay the Repurchase Redemption Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Defaulton the Redemption Date.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described above, the Company will make an offer to each holder of Securities to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holder’s Securities (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to, but excluding, the Repurchase Price Payment Date (the “Repurchase Price”). (b) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of Securities, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That the Change of Control Offer is being made pursuant to this Article 35; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Officer’s Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict. (d) On the Repurchase Price Payment Date, the Company will, to the extent lawful: (i) accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities or portions of Securities properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent the Securities properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities being purchased. (e) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a4.02(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities properly tendered and not withdrawn under its offer. (f) Failure to pay the Repurchase Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Default.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article 5 of this First Supplemental Indenture by giving notice of such redemption to the Holders of the Notes pursuant to Section 1104 of the Base Indenture, the Company will make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderHolder’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of purchase (the “Repurchase Price”). (b) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied. (c) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall will give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That Event and offering to repurchase Notes on the Change of Control Offer is being made pursuant to this Article 3; (iii) payment date specified in the Repurchase Price and the date on which the Repurchase Price will be paidnotice, which date shall will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law given (the “Repurchase Price Payment Date”); and (iv) . The notice shall, if the notice is given prior to the date of consummation of the Change of Control, a statement state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice payment date specified in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (c) notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d) On the Change of Control Repurchase Price Payment DateEvent payment date, the Company will, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Securities Notes properly accepted accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Securities Notes being purchasedpurchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Repurchase 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 equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note representing any unpurchased portion of any Notes surrendered will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. (e) Notwithstanding the foregoing, the Company shall will not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. offer or (fii) Failure the Company has given written notice of a redemption as provided under Section 1104 of the Base Indenture; provided that the Company has not failed to pay the Repurchase Redemption Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Defaulton the redemption date.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article V by giving notice of such redemption to the Holders of the Notes pursuant to Section 1104 of the Base Indenture, the Company will make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderHolder’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of purchase (the “Repurchase Price”). (b) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied. (c) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall will give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That Event and offering to repurchase Notes on the Change of Control Offer is being made pursuant to this Article 3; (iii) payment date specified in the Repurchase Price and the date on which the Repurchase Price will be paidnotice, which date shall will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law given (the “Repurchase Price Payment Date”); and (iv) . The notice shall, if the notice is given prior to the date of consummation of the Change of Control, a statement state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice payment date specified in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (c) notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d) On the Change of Control Repurchase Price Payment DateEvent payment date, the Company will, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent paying agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Securities Notes properly accepted accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Securities Notes being purchasedpurchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Repurchase 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 equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note representing any unpurchased portion of any Notes surrendered will be in a principal amount of €100,000 and integral multiples of €1,000 in excess thereof. (e) Notwithstanding the foregoing, the Company shall will not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. offer or (fii) Failure the Company has given written notice of a redemption as provided under Section 1104 of the Base Indenture; provided that the Company has not failed to pay the Repurchase Redemption Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Defaulton the redemption date.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a1) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article V, the Company will shall make an offer to each holder Holder of Securities Notes to repurchase all or any part (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holderHolder’s Securities Notes (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date date of purchase (the “Repurchase Price”). (b2) In connection with any Change of Control related to a Change of Control Repurchase Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The Company shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied. (3) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying AgentTrustee. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That that the Change of Control Offer is being made pursuant to this Article 3Section 6.2; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificate, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee), the Trustee shall mail such notice payment date specified in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Companynotice. (c4) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act of and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d5) On the Repurchase Price Payment Date, the Company willshall, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of Notes being purchased. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. (e6) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. offer or (fii) Failure the Company has given written notice of a redemption as provided under Section 1104 of the Base Indenture; provided that the Company has not failed to pay the Repurchase Redemption Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Defaulton the Redemption Date.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article III, the Company will shall make an offer to each holder of Securities Holder to repurchase all or any part of that Holder’s Notes (the “Change of Control Offer”) (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holder’s Securities (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excludingnot including, the Repurchase Price Payment Date (the “Repurchase Price”). (b) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of SecuritiesHolder, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That that the Change of Control Offer is being made pursuant to this Article 3VIII; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificaterequest, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee)reasonable prior notice, the Trustee shall mail such notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (c) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act of and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflictthis Article VIII. (d) On the Repurchase Price Payment Date, the Company willshall, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of Notes being purchased. The Paying Agent shall promptly mail to each Holder properly tendered the Repurchase Price for such Notes, and the Authenticating Agent shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $25 and integral multiples of $25 in excess thereof. (e) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) 3.02 prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. (f) Failure to pay the Repurchase Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Default.

Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Securities as described aboveNotes pursuant to Article 3, the Company will shall make an offer to each holder Holder of Securities Notes to repurchase all or any part of that Holder’s Notes (the “Change of Control Offer”) (in a principal amount of $25 and integral multiples of $25 in excess thereof) of that holder’s Securities (the “Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased plus any accrued and unpaid interest on the Securities Notes repurchased to, but excluding, the Repurchase Price Payment Date (the “Repurchase Price”). (b) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall give notice to each Holder of SecuritiesNotes, with a written copy to the Trustee and the Paying Agent. Such notice shall state: (i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; (ii) That that the Change of Control Offer is being made pursuant to this Article 38; (iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and (iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Repurchase Price Payment Date. At the Company’s request accompanied by an Officers’ Certificaterequest, upon at least five (5) Business Days’ notice (or such shorter period as shall be satisfactory to the Trustee)reasonable prior notice, the Trustee Security Registrar shall mail such notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such notice shall be prepared by the Company. (c) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act of and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 the Change of Control Repurchase Event provisions of the SecuritiesNotes, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the Company’s its obligations under the Change of Control Repurchase Event provisions of the Securities Notes by virtue of such conflict. (d) On the Repurchase Price Payment Date, the Company willshall, to the extent lawful: (i) accept for payment all Securities Notes or portions of Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit prior to 10:00 a.m., New York City time, on such date with the Paying Agent an amount equal to the Repurchase Price in respect of all Securities Notes or portions of Securities Notes properly tendered; and (iii) deliver or cause to be delivered to the Paying Agent the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of Notes being purchased. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Authenticating Agent shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $25 and integral multiple of $25 in excess thereof. (e) Notwithstanding the foregoing, the Company shall not be required to make an offer to repurchase the Securities Notes upon a Change of Control Repurchase Event if (i) the Company or such Successor Party has given written notice of a redemption as provided under Section 3.01(a) 3.02 prior to the occurrence of the Change of Control Repurchase Event; provided that the Company has not failed to pay the Redemption Price on the Redemption Date or (ii) a third party makes such an offer in respect of the Securities Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Securities Notes properly tendered and not withdrawn under its offer. (f) Failure to pay the Repurchase Price when due in connection with a Change of Control Repurchase Event will constitute an Event of Default.