Common use of OFFER TO PURCHASE UPON A CHANGE OF CONTROL Clause in Contracts

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on a Business Day (the "Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the Change of Control Purchase Date. The Company shall, subject to the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on a Business Day (the "Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the Change of Control Purchase Date. The Company shall, subject to the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.1810.19. The Company shall notify the Trustee in writing upon satisfaction of the forgoing condition precedent. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company or the Trustee not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. If the Trustee is to mail the Notice of an Offer to Purchase, the Trustee shall receive at least five days written notice prior to the expiration of 30 days after the Change of Control Purchase Date. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall will be obligated required to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on Purchase (a Business Day (the "“Change of Control Purchase Date"Offer”) not more than 60 nor less than 30 days following the occurrence all or any part (equal to $2,000 or an integral multiple of the Change $1,000 in excess thereof) of Control, all of the then outstanding each Holder’s Notes at a purchase price (the "Change of Control “Purchase Price"”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interestinterest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company will not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 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 Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if any, to (but excluding) a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase Dateis made. The Company shallwill not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. 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 any Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.8 or this Section 4.14 by virtue of such compliance. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of redemption (subject to the provisions described below, be required right of Holders of record on the relevant record date to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior receive interest due on an interest payment date that is on or prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:redemption date).

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall will be obligated required to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on Purchase (a Business Day (the "“Change of Control Purchase Date"Offer”) not more than 60 nor less than 30 days following the occurrence all or any part (equal to $2,000 or an integral multiple of the Change $1,000 in excess thereof) of Control, all of the then outstanding each Holder’s Notes at a purchase price (the "Change of Control “Purchase Price"”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interestinterest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within thirty (30) days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company will not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 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 Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if any, to (but excluding) a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase Dateis made. The Company shallwill not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. 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 any Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.8 or this Section 4.14 by virtue of such compliance. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than fifteen (15) days’ nor more than sixty (60) days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of redemption (subject to the provisions described below, be required right of Holders of record on the relevant record date to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior receive interest due on an interest payment date that is on or prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:redemption date).

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall will be obligated required to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on Purchase (a Business Day (the "“Change of Control Purchase Date"Offer”) not more than 60 nor less than 30 days following the occurrence all or any part (equal to US$2,000 or an integral multiple of the Change US$1,000 in excess thereof) of Control, all of the then outstanding each Holder's Notes at a purchase price (the "Change of Control “Purchase Price"”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interestinterest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company will not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 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 Section 3.7. An Offer to Purchase may be made in advance of a Change of Control (an “Advanced Offer to Purchase”), conditional upon such Change of Control, if any, to (but excluding) a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase Dateis made. The Company shallwill not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. 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 any Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.8 or this Section 4.14 by virtue of such compliance. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than 30 days' nor more than 60 days' prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of redemption (subject to the provisions described below, be required right of Holders of record on the relevant record date to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior receive interest due on an interest payment date that is on or prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:redemption date).

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company shall be obligated has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control Payment Date would fall on or after the maturity date of the Notes of such series, the Company will make an offer to purchase (an "Offer to Purchase"), and shall, subject all or a portion of each Holder’s Notes of such series for which the applicability of this Section 4.1 has been specified pursuant to the provisions offer described below, purchase, on a Business Day below (the "“Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of ControlOffer”), all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, tendered plus accrued and unpaid interest, if any, up to (but excluding) excluding the date of purchase. Within 30 days following the date upon which the Change of Control Purchase Date. The Company shalloccurred, subject or at the Company’s option, prior to any Change of Control but after the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing public announcement of the notice to Holders provided for belowpending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by be sent electronically through the Company prior to any repurchase by the Company Applicable Procedures of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If Depositary), a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders each Holder of Notes at their last registered addresses such Holder’s address as it appears in the Security Register, with a copy to the Trustee and the Paying AgentSecurities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, is conditioned on the Change of Control Purchase being consummated on or prior to the Change of Control Payment Date. The notice, which shall govern Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to Purchasethe close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, shall include such disclosures as are required by law and shall statethe Company will, to the extent lawful:

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall will be obligated required to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on Purchase (a Business Day (the "“Change of Control Purchase Date"Offer”) not more than 60 nor less than 30 days following the occurrence all or any part (equal to $2,000 or an integral multiple of the Change $1,000 in excess thereof) of Control, all of the then outstanding each Holder’s Notes at a purchase price (the "Change of Control “Purchase Price"”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interestinterest and Additional Interest, if any, to but not including the Purchase Date (but excludingsubject to the right of holders of the Notes on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company will not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 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 Section 3.7. An Offer to Purchase (an “Advanced Offer to Purchase”) may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase Dateis made. The Company shall, subject to the provisions described below, will not be required to purchase all Notes properly tendered in the make another Offer to Purchase upon such Change of Control if an Advanced Offer to Purchase has already been made. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and not withdrawn. Prior any other securities laws and regulations thereunder to the mailing extent those laws and regulations are applicable in connection with any Offer to Purchase as described above. To the extent that the provisions of the notice to Holders provided for belowany securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Company shall (i) offer will comply with the applicable securities laws and regulations and will not be deemed to repay in full all Indebtedness which by have breached its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer obligations under Section 3.8 or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when 4.14 by virtue of such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:compliance.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall will be obligated required to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on Purchase (a Business Day (the "“Change of Control Purchase Date"Offer”) not more than 60 nor less than 30 days following the occurrence all or any part (equal to $2,000 or an integral multiple of the Change $1,000 in excess thereof) of Control, all of the then outstanding each Holder’s Notes at a purchase price (the "Change of Control “Purchase Price"”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interestinterest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within thirty (30) days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company will not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 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 Section 3.7. An Offer to Purchase may be made in advance of a Change of Control (an “Advanced Offer to Purchase”), conditional upon such Change of Control, if any, to (but excluding) a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase Dateis made. The Company shallwill not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. 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 any Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.8 or this Section 4.14 by virtue of such compliance. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than fifteen (15) days’ nor more than sixty (60) days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of redemption (subject to the provisions described below, be required right of Holders of record on the relevant record date to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior receive interest due on an interest payment date that is on or prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:redemption date).

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall be obligated required to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on Purchase (a Business Day (the "“Change of Control Purchase Date"Offer”) not more than 60 nor less than 30 days following the occurrence all or any part (equal to $2,000 or an integral multiple of the Change $1,000 in excess thereof) of Control, all of the then outstanding each Holder’s Notes at a purchase price (the "Change of Control “Purchase Price"”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interestinterest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within thirty (30) days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer shall be conducted in accordance with the procedures specified in Section 3.8. The Company shall not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 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 Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if any, to (but excluding) a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase Dateis made. The Company shall, subject to the provisions described below, shall not be required to purchase all Notes properly tendered in the make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and not withdrawn. Prior any other securities laws and regulations thereunder to the mailing extent those laws and regulations are applicable in connection with any Offer to Purchase described above. To the extent that the provisions of the notice to Holders provided for belowany securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.8 or this Section 4.14 by virtue of such compliance. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer (ior Advanced Offer to Purchase) offer to repay in full all Indebtedness which by its terms requires repayment by and the Company prior to any repurchase by the Company purchases all of the Notes and repay the Indebtedness held by such Holders, within 90 days of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfiedpurchase, the Company shall have no obligation the right, upon not less than fifteen (15) days’ nor more than sixty (60) days’ prior notice, to (redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice unpaid interest on the date specified below or Notes to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause of redemption (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control subject to the right of Holders of Notes at their last registered addresses with a copy record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:redemption date).

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company shall be obligated has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control Payment Date would fall on or after the maturity date of the Notes of such series, the Company will make an offer to purchase (an "Offer to Purchase"), and shall, subject all or a portion of each Holder’s Notes of such series for which the applicability of this Section 4.1 has been specified pursuant to the provisions offer described below, purchase, on a Business Day below (the "“Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of ControlOffer”), all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereoftendered, plus accrued and unpaid interestinterest thereon, if any, up to (but excluding) the Change date of Control Purchase Datepurchase. The Company shall, subject to the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on Within 30 days following the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after upon which the Change of Control occurred, or at the Company’s option, prior to any Change of Control but after the Holders public announcement of the pending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall be sent electronically through the Applicable Procedures of the Depositary), a notice to each Holder of Notes at their last registered addresses such Xxxxxx’s address as it appears in the Security Register, with a copy to the Trustee and the Paying AgentSecurities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, is conditioned on the Change of Control Purchase being consummated on or prior to the Change of Control Payment Date. The notice, which shall govern Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to Purchasethe close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, shall include such disclosures as are required by law and shall statethe Company will, to the extent lawful:

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon Pursuant to Section 10.12 of the Indenture, upon the occurrence of a Change of Control, unless the Company shall be obligated has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control Payment Date would fall on or after the maturity date of the Notes of such series, the Company will make an offer to purchase (an "Offer to Purchase"), and shall, subject all or a portion of Notes of such series for which the applicability of this Section 4.1 has been specified pursuant to the provisions offer described below, purchase, on a Business Day below (the "“Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of ControlOffer”), all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, tendered plus accrued and unpaid interest, if any, to (but excluding) the date of purchase. Within 30 days following the date upon which the Change of Control Purchase Date. The Company shalloccurred, subject or at the Company’s option, prior to any Change of Control but after the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing public announcement of the notice to Holders provided for belowpending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by be sent electronically through the Company prior to any repurchase by the Company applicable procedures of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If Depositary), a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders each Holder of Notes at their last registered addresses such Holder’s address as it appears in the Security Register, with a copy to the Trustee and the Paying AgentSecurities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, is conditioned on the Change of Control Purchase being consummated on or prior to the Change of Control Payment Date. The notice, which shall govern Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to Purchasethe close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, shall include such disclosures as are required by law and shall statethe Company will, to the extent lawful:

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon the occurrence of a Change of Control, the Company shall Issuer will be obligated required to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the provisions described below, purchase, on Purchase (a Business Day (the "“Change of Control Purchase Date"Offer”) not more than 60 nor less than 30 days following all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the occurrence portion of the Change a Global Note constituting PIK Interest)) of Control, all of the then outstanding each Holder’s Notes at a purchase price (the "Change of Control “Purchase Price"”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interestinterest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Issuer will not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer 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 Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if any, to (but excluding) a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase Dateis made. The Company shallIssuer will not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Issuer 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 any Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.8 or this Section 4.14, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.8 or this Section 4.14 by virtue of such compliance. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Issuer purchases all of the Notes held by such Holders, within 90 days of such purchase, the Issuer will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued and unpaid interest on the Notes to the date of redemption (subject to the provisions described below, be required right of Holders of record on the relevant record date to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior receive interest due on an interest payment date that is on or prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state:redemption date).

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company shall be obligated has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control Payment Date would fall on or after the maturity date of the Notes of such series, the Company will make an offer to purchase (an "Offer to Purchase"), and shall, subject all or a portion of each Holder’s Notes of such series for which the applicability of this Section 4.1 has been specified pursuant to the provisions offer described below, purchase, on a Business Day below (the "“Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of ControlOffer”), all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, tendered plus accrued and unpaid interest, if any, up to (but excluding) excluding the date of purchase. Within 30 days following the date upon which the Change of Control Purchase Date. The Company shalloccurred, subject or at the Company’s option, prior to any Change of Control but after the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing public announcement of the notice to Holders provided for belowpending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by be sent electronically through the Company prior to any repurchase by the Company Applicable Procedures of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If Depositary), a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders each Holder of Notes at their last registered addresses such Xxxxxx’s address as it appears in the Security Register, with a copy to the Trustee and the Paying AgentSecurities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, is conditioned on the Change of Control Purchase being consummated on or prior to the Change of Control Payment Date. The notice, which shall govern Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to Purchasethe close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, shall include such disclosures as are required by law and shall statethe Company will, to the extent lawful:

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company shall be obligated has exercised its right to redeem the Notes under Section 3.1 or under Section 3.2, or unless the Change of Control Payment Date would fall on or after the maturity date of the Notes, the Company will make an offer to purchase (an "Offer to Purchase"), and shall, subject all or a portion of each Holder’s Notes for which the applicability of this Section 4.1 has been specified pursuant to the provisions offer described below, purchase, on a Business Day below (the "“Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of ControlOffer”), all of the then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, tendered plus accrued and unpaid interest, if any, up to (but excluding) excluding the date of purchase. Within 30 days following the date upon which the Change of Control Purchase Date. The Company shalloccurred, subject or at the Company’s option, prior to any Change of Control but after the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing public announcement of the notice to Holders provided for belowpending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by be sent electronically through the Company prior to any repurchase by the Company Applicable Procedures of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If Depositary), a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders each Holder of Notes at their last registered addresses such Holder’s address as it appears in the Security Register, with a copy to the Trustee and the Paying AgentSecurities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, is conditioned on the Change of Control Purchase being consummated on or prior to the Change of Control Payment Date. The notice, which shall govern Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to Purchasethe close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, shall include such disclosures as are required by law and shall statethe Company will, to the extent lawful: