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

Offer to Repurchase Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs in respect of the Notes, unless all of the Notes have been called for redemption, the Issuers will be required to 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 such Holder’s Notes at a repurchase price in cash equal to the Change of Control Payment. Within 30 days following any Change of Control Repurchase Event or, at the Issuers’ option, prior to any Change of Control, but after the public announcement of the proposed Change of Control, the Issuers shall send, or cause to be sent, or deliver, a notice to the Trustee and to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offer to repurchase Notes (the “Change of Control Offer”) on the payment date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent or delivered, other than as may be required by law. The notice shall, if sent or delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice and shall also specify:

Offer to Repurchase Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs in respect of the Notes, unless all of the Notes have been called for redemption, the Issuers Company will be required to 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 such Holder’s Notes at a repurchase price in cash equal to the Change of Control Payment. Within 30 thirty (30) days following any Change of Control Repurchase Event or, at the Issuers’ Company’s option, prior to any Change of Control, but after the public announcement of the proposed Change of Control, the Issuers shall sendCompany will transmit, or cause to be sent, or delivertransmitted, a notice to the Trustee and to each Holder Holder, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offer offering to repurchase Notes (the “Change of Control Offer”) on the payment date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date such notice is sent or deliveredtransmitted, other than as may be required by law. The notice shall, if sent or delivered transmitted prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date Change of Control Payment Date specified in the notice and shall also specify:

Offer to Repurchase Upon Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs in respect occurs, unless the Company has exercised its right, if any, to redeem all of the Notes, unless all of the Notes have been called for redemptionas may be set forth in an Officers’ Certificate to this Supplemental Indenture, the Issuers Company will be required to make an offer to each Holder purchase all 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 such Holder’s Notes at a repurchase price in cash equal to the Change of Control Payment. Within 30 days following any Change of Control Repurchase Event or, at the Issuers’ option, prior to any Change of Control, but after the public announcement of the proposed Change of Control, the Issuers shall send, or cause to be sent, or deliver, a notice to the Trustee and to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offer to repurchase Notes (the “Change of Control Offer”) on at a purchase price in cash equal to 101% of the payment principal amount of the Notes plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the right of Holders of record on the applicable Regular Record Date to receive interest due on an Interest Payment Date”) specified in the notice, which date will be no earlier than Date falling on or prior to such payment date. Within 30 days and no later than 60 days from following the date such notice is sent or delivered, other than as may be required by law. The notice shall, if sent or delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on upon which a Change of Control Repurchase Event occurring on occurred, or at the Company’s option, prior to any Change of Control but after the payment date specified public announcement of the pending Change of Control, unless the Company has exercised its right, if any, to redeem all of the Notes as may be set forth in an Officers’ Certificate to this Supplemental Indenture, the Company will mail a notice and shall also specifyof such Change of Control Offer to each Holder or otherwise give notice, which will govern the terms of the Change of Control Offer, in accordance with the applicable procedures of DTC, with a copy to the Trustee, stating:

Offer to Repurchase Upon Change of Control Repurchase Event. (a) If Upon the occurrence of a Change of Control Repurchase Event occurs in with respect of to the Notes, unless all of the Notes Issuer shall have been called for redemptionexercised its right pursuant to Section 6 hereof to redeem the Notes, the Issuers will 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 such that Holder’s Notes at a repurchase price on the terms set forth in the Seventh 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 Change aggregate principal amount of Control Paymentthe Notes repurchased, plus accrued and unpaid interest, if any, on Notes repurchased up to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event with respect to the Notes or, at the Issuers’ optionoption of the Issuer, prior to any Change of Control, but after the public announcement of the proposed transaction or transactions that constitute or may constitute the Change of Control, the Issuers Issuer shall send, electronically deliver or cause to be sent, or deliver, mail a notice to the Trustee and to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offer offering to repurchase the Notes (the “Change of Control Offer”) on the payment date (the “Change of Control Payment Date”) specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is sent electronically delivered or delivered, other than as may be required by lawmailed (the “Change of Control Payment Date”). The notice shall, if sent electronically delivered or delivered mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in Change of Control Payment Date. On the notice and shall also specifyChange of Control Payment Date, the Issuer shall, to the extent lawful: