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

Offer to Repurchase Upon Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent the Issuer has exercised its right to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit A, the Issuer shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “repurchase price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest on such Notes repurchased to, but not including, the repurchase date. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control, but after the public announcement of such Change of Control, the Issuer shall mail, or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, a notice to each Holder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”), which repurchase date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures described in such notice. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of this Section 206, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If (a) In the event of a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent the Issuer has exercised its right to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit AEvent, the Issuer Company shall make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations equal to an integral multiple of $2,000 and integral multiples of $1,000 in excess thereof1,000) of that each Holder’s Notes at a repurchase purchase price (the “repurchase price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased thereof plus any accrued and unpaid interest on such Notes repurchased tothereon, but not includingif any, to the repurchase datedate of purchase (the “Change of Control Payment”). Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control, but after the public announcement of such Change of ControlEvent, the Issuer Company shall mail, or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder of the Notes, (with a copy to the Trustee, describing the transaction or transactions ) stating: (1) that constitute or may constitute the Change of Control Repurchase Event Offer is being made pursuant to this Section 4.15 and offering to repurchase that all Notes tendered will be accepted for payment; (2) the Notes on purchase price and the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase purchase date”), which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivereddelivered (the “Change of Control Payment Date”); (3) that any Note not promptly tendered will continue to accrue interest; (4) that, pursuant to unless the procedures described Company defaults in such notice. The notice shall, if mailed or delivered prior to the date of consummation payment of the Change of ControlControl Payment, state all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the repurchase offer Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is conditioned on withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. Notwithstanding anything to the contrary in this Indenture, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event occurring on or prior to at the repurchase datetime of making the Change of Control Offer. The Issuer Company shall comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of in connection with a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Repurchase Event provisions of this Section 206Offer, the Issuer Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 206 Indenture by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer shall, to the extent lawful:.

Offer to Repurchase Upon Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent unless the Issuer has shall have exercised its right pursuant to Section 6 hereof to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit ANotes, the Issuer shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes to repurchase all or any part (in minimum denominations of equal to $2,000 and integral multiples or any multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (on the “repurchase price”) terms set forth in the Supplemental Indenture and in the Notes. In the Change of Control Offer, the Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased up to, but not including, the repurchase datedate of repurchase. Within 30 days following a any Change of Control Repurchase Event with respect to the Notes or, at the option of the Issuer’s option, prior to a any Change of Control, but after the public announcement of such the transaction that constitutes or may constitute the Change of Control, the Issuer shall mail, electronically deliver or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder Holders of the Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”)notice, which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or delivered, pursuant to (the procedures described in such notice“Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Repurchase Event provisions of this Section 206, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs with respect to the Notes, except to unless the extent the Issuer has Company shall have exercised its right to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit Asuch Notes, the Issuer Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes to repurchase all or any part (in minimum denominations of equal to $2,000 and or any integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (on the “repurchase price”) terms set forth in the First Supplemental Indenture and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of such the Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such Notes repurchased to, but not including, the date of repurchase date(subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following a any Change of Control Repurchase Event with respect to the Notes or, at the Issuer’s optionoption of the Company, prior to a any Change of Control, but after the public announcement of such the transaction or transactions that constitute or may constitute the Change of Control, the Issuer Company shall mail, electronically deliver or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder of the NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”)notice, which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or delivered, pursuant to (the procedures described in such notice“Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Repurchase Event provisions of this Section 206Payment Date, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer Company shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent the Issuer has exercised its right to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit A, the Issuer shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 1,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “repurchase price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest on such Notes repurchased to, but not including, the repurchase date. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control, but after the public announcement of such Change of Control, the Issuer shall mail, or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, a notice to each Holder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”), which repurchase date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures described in such notice. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of this Section 206, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent unless the Issuer has shall have exercised its right pursuant to Section 6 hereof to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit ANotes, the Issuer shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes to repurchase all or any part (in minimum denominations of equal to $2,000 and integral multiples or any multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (on the “repurchase price”) terms set forth in the Fourth Supplemental Indenture and in the Notes. In the Change of Control Offer, the Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased up to, but not including, the repurchase datedate of repurchase. Within 30 days following a any Change of Control Repurchase Event with respect to the Notes or, at the option of the Issuer’s option, prior to a any Change of Control, but after the public announcement of such the transaction that constitutes or may constitute the Change of Control, the Issuer shall mail, electronically deliver or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder Holders of the Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”)notice, which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or delivered, pursuant to (the procedures described in such notice“Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Repurchase Event provisions of this Section 206, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event occurs with respect Event, each Holder will have the right to the Notes, except to the extent require the Issuer has exercised its right to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit A, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in equal to a minimum denominations of $2,000 and or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes at a repurchase purchase price (the “repurchase price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the repurchase datedate (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event, the Issuer will send a notice to the Trustee and each Holder stating: (1) that a Change of Control Repurchase Event orhas occurred and that such Holder has the right to require the Issuer to repurchase such Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, at if any, to, but not including, the Issuer’s option, date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date occurring on or prior to a Change of Control, but after the public announcement of repurchase date); (2) the circumstances and relevant facts and financial information regarding such Change of Control, the Issuer shall mail, or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, a notice to each Holder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to Event; (3) the repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase dateChange of Control Payment Date”), ) (which repurchase date will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or deliveredsent, pursuant to the procedures described in except that such notice. The notice shall, if mailed or may be delivered more than 60 days prior to the repurchase date in connection with a Change of consummation Control Offer or Alternate Offer made in advance of the occurrence of a Change of Control, if such repurchase date is delayed or changed to conform to the actual closing date of the Change of Control); and (4) if such notice is delivered in advance of the occurrence of a Change of Control, state that the repurchase offer Change of Control Offer is conditioned on upon the occurrence of such Change of Control and setting forth a brief description of the definitive agreement for the Change of Control; and (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event occurring on Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the applicable Paying Agent at the address specified in the notice prior to the repurchase dateclose of business on the third Business Day preceding the Change of Control Payment Date. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws laws, rules and regulations thereunder to the extent those laws laws, rules and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws laws, rules or regulations conflict with the Change of Control Repurchase Event provisions of this Section 2064.10, the Issuer shall will comply with the applicable securities laws laws, rules and regulations and will not be deemed to have breached its obligations under this Section 206 4.10 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer shall, to the extent lawful:compliance.

Offer to Repurchase Upon Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent unless the Issuer has shall have exercised its right pursuant to Section 6 hereof to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit ANotes, the Issuer shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes to repurchase all or any part (in minimum denominations of equal to $2,000 and or any integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (on the “repurchase price”) terms set forth in the Sixth Supplemental Indenture and in the Notes. In the Change of Control Offer, the Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of such the Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such Notes repurchased up to, but not including, the repurchase datedate of repurchase. Within 30 days following a any Change of Control Repurchase Event with respect to the Notes or, at the option of the Issuer’s option, prior to a any Change of Control, but after the public announcement of such the transaction or transactions that constitute or may constitute the Change of Control, the Issuer shall mail, electronically deliver or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”)notice, which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or delivered, pursuant to (the procedures described in such notice“Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Repurchase Event provisions of this Section 206, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs with respect to the Notes, except to unless the extent the Issuer has Company shall have exercised its right to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit ANotes, the Issuer Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of equal to $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (on the “repurchase price”) terms set forth in the Second Supplemental Indenture and in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of such the Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased to, but not including, the date of repurchase date(subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following a any Change of Control Repurchase Event with respect to the Notes or, at the Issuer’s optionoption of the Company, prior to a any Change of Control, but after the public announcement of such the transaction or transactions that constitute or may constitute the Change of Control, the Issuer Company shall mail, electronically deliver or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder of the NotesHolder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”)notice, which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or delivered, pursuant to (the procedures described in such notice“Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Repurchase Event provisions of this Section 206Payment Date, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer Company shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent unless the Issuer has shall have exercised its right pursuant to Section 6 hereof to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit ANotes, the Issuer shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in minimum denominations of equal to $2,000 and integral multiples or any multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (on the “repurchase price”) terms set forth in the Second Supplemental Indenture and in the Notes. In the Change of Control Offer, the Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased up to, but not including, the repurchase datedate of repurchase. Within 30 days following a any Change of Control Repurchase Event with respect to the Notes or, at the option of the Issuer’s option, prior to a any Change of Control, but after the public announcement of such the transaction that constitutes or may constitute the Change of Control, the Issuer shall mail, electronically deliver or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder Holders of the Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”)notice, which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or delivered, pursuant to (the procedures described in such notice“Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Repurchase Event provisions of this Section 206, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer shall, to the extent lawful:

Offer to Repurchase Upon Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Repurchase Event occurs with respect to the Notes, except to the extent unless the Issuer has shall have exercised its right pursuant to Section 6 hereof to redeem the Notes as described in Section 5 of the form of note attached hereto as Exhibit ANotes, the Issuer shall be required to make an offer (the “Change of Control Offer”) to each Holder of the such Notes to repurchase all or any part (in minimum denominations of equal to $2,000 and integral multiples or any multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (on the “repurchase price”) terms set forth in the Third Supplemental Indenture and in the Notes. In the Change of Control Offer, the Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of such Notes repurchased repurchased, plus any accrued and unpaid interest interest, if any, on such the Notes repurchased up to, but not including, the repurchase datedate of repurchase. Within 30 days following a any Change of Control Repurchase Event with respect to the Notes or, at the option of the Issuer’s option, prior to a any Change of Control, but after the public announcement of such the transaction that constitutes or may constitute the Change of Control, the Issuer shall mail, electronically deliver or cause to be mailed, or otherwise deliver in accordance with the Applicable Procedures, mail a notice to each Holder Holders of the Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the “repurchase offer” and such date the “repurchase date”)notice, which repurchase date will shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed or delivered, pursuant to (the procedures described in such notice“Change of Control Payment Date”). The notice shall, if electronically delivered or mailed or delivered prior to the date of consummation of the Change of Control, state that the repurchase offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the repurchase date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Repurchase Event provisions of this Section 206, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 206 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer shall, to the extent lawful: