Common use of Purchase of Notes upon a Change of Control Clause in Contracts

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Date, unless the Company has exercised its right to redeem the Notes pursuant to Article X, Noteholders will have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a notice to Noteholders describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase the Notes on the 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 (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.

Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control occurs after the Escrow Release DateControl, unless the Company has exercised its right elected to redeem the Notes pursuant to Article Xin connection with such Change of Control, Noteholders will have the right to require the Company will make an offer to repurchase purchase all or any part in (equal to $1,000 or an integral multiple thereof) of $1,000 of such Noteholder’s the Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment at a price in cash (the "CHANGE OF CONTROL PAYMENT") equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send mail a notice to Noteholders describing each Holder of Notes issued hereunder in the transaction or transactions that constitute or may constitute manner set forth in Section 106, with a copy to the Trustee, with the following information: (1) a Change of Control Offer is being made pursuant to this Section 1016, and offering that all Notes properly tendered pursuant to repurchase such Change of Control Offer will be accepted for payment; (2) the Notes on purchase price and the date specified in the noticepurchase date, which date will be no earlier than 30 days and no nor later than 60 days from the date such notice is sent mailed, except as may be otherwise required by applicable law (the “"CHANGE OF CONTROL PAYMENT DATE"); (3) any Note not properly tendered will remain outstanding and continue to accrue interest; (4) unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date”), ; (5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the procedures required by this Indenture and described Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent specified in such notice. The the notice shall, if sent at the address specified in the notice prior to the date close of consummation of business on the Change of Control, state that the offer to purchase is conditioned on third Business Day preceding the Change of Control occurring Payment Date; (6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; PROVIDED that the paying agent receives, not later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or prior letter setting forth the name of the Holder, the principal amount such Holder's tendered Notes and his election to have such 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 payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase unpurchased portion of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws surrendered, which unpurchased portion must be equal to $1,000 in principal amount 110 or regulations conflict with the Change of Control provisions of this Indenture, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflictsan integral multiple thereof.

Purchase of Notes upon a Change of Control. (a) If Upon the occurrence after the Issue Date of a Change of Control occurs after the Escrow Release DateControl, unless the Company has exercised its right to redeem the each Holder of Notes pursuant to Article X, Noteholders will have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased at a purchase price in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below cash (the “Change of Control OfferPayment”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101101.0% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding not including the date of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the purchase date pursuant to Section 307); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Section 415 in the event that it has exercised its right to redeem all of the Notes as provided in Article X. (b) In the “Change of Control Payment”). Within 30 days following any Change of Control, orevent that, at the Company’s option, prior to any Change time of Control, but after the public announcement of the such Change of Control, the Company will be required terms of any Credit Facility Indebtedness constituting Designated Senior Indebtedness restrict or prohibit the repurchase of the Notes pursuant to send a this Section 415, then prior to the sending of the notice to Noteholders describing Holders provided for in Section 415(c) but in any event not later than 30 days following the transaction or transactions that constitute or may constitute date the Company obtains actual knowledge of any Change of Control and offering (unless the Company has exercised its right to repurchase redeem all the Notes on the date specified as provided 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 (the “Change of Control Payment Date”Article X), pursuant to the procedures required by this Indenture and described in such notice. The notice Company shall, if sent prior or shall cause one or more of its Subsidiaries to, (i) repay in full all such Credit Facility Indebtedness subject to the date of consummation of the Change of Control, state that the such terms or offer to purchase is conditioned on repay in full all such Credit Facility Indebtedness and repay the Change Credit Facility Indebtedness of Control occurring on each lender who has accepted such offer or prior (ii) obtain the requisite consent under the agreements governing such Credit Facility Indebtedness to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with permit the repurchase of the Notes as a result of a Change of Controlprovided for in Section 415(c). To the extent that The Company shall first comply with the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will immediately preceding sentence before it shall be required to repurchase such Notes pursuant to the provisions set forth in this Section 415. The Company’s failure to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under provisions of this Section 415 by virtue of such conflicts.415(b) or

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Dateoccurs, unless the Company has exercised its right to redeem the each Holder of Notes pursuant to Article X, Noteholders will have the right right, except as provided below, to require the Company to repurchase all or any part in (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Noteholderthat Holder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “a Change of Control Offer”) Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required offer to offer make a cash payment in cash (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchasedrepurchased to, to but excluding excluding, the date of purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a notice (the “Change of Control Offer”) to Noteholders each Holder describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase Notes properly tendered prior to the Notes on the expiration 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 (the “Change of Control Payment Date”)sent, pursuant to the procedures required by this | Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior to the payment date specified in the notice. The Company must will comply with the requirements of Rule 14e-1 of under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 3.9, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 3.9 by virtue of such conflicts.compliance. Promptly following the expiration of the Change of Control Offer, the Company will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:

Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control occurs after the Escrow Release DateControl, unless the Company has exercised its right elected to redeem the Notes pursuant to Article Xin connection with such Change of Control, Noteholders will have the right to require the Company will make an offer to repurchase purchase all or any part in (equal to $1,000 or an integral multiple thereof) of $1,000 of such Noteholder’s the Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on at a price in cash (the terms set forth in this Indenture. In the “Change of Control Offer, the Company will be required to offer payment in cash Payment”) equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send mail a notice to Noteholders describing each Holder of Notes issued hereunder in the transaction or transactions that constitute or may constitute manner set forth in Section 106, with a copy to the Trustee, with the following information: (1) a Change of Control Offer is being made pursuant to this Section 1016, and offering that all Notes properly tendered pursuant to repurchase such Change of Control Offer will be accepted for payment; (2) the Notes on purchase price and the date specified in the noticepurchase date, which date will be no earlier than 30 days and no nor later than 60 days from the date such notice is sent mailed, except as may be otherwise required by applicable law (the “Change of Control Payment Date”), pursuant ; (3) any Note not properly tendered will remain outstanding and continue to accrue interest; (4) unless the procedures required by this Indenture and described Company defaults in such notice. The notice shall, if sent prior to the date of consummation payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the offer Change of Control Offer will cease to purchase is conditioned accrue interest on the Change of Control occurring Payment Date; (5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on or the reverse of the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the payment date specified in close of business on the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with third Business Day preceding the Change of Control provisions Payment Date; (6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the paying agent receives, not later than the close of this Indenturebusiness on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Company principal amount such Holder’s tendered Notes and his election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be required issued new Notes equal in principal amount to comply with the applicable securities laws and regulations and will not un-purchased portion of the Notes surrendered, which unpurchased portion must be deemed equal to have breached its obligations under this Section 415 by virtue of such conflicts$1,000 in principal amount or an integral multiple thereof.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Dateat any time, unless the Company has exercised its right to redeem the then each holder of Notes pursuant to Article X, Noteholders will shall have the right to require that the Company to repurchase all purchase such holder's Notes, in whole or any in part in an integral multiple multiples of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer1,000, the Company will be required to offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased such Notes, plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase purchase, pursuant to the offer described below (the “"Change of Control Payment”)Offer") and the other procedures set forth in the Indenture. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a shall notify the Trustee thereof and give written notice to Noteholders describing the transaction or transactions that constitute or may constitute the of such Change of Control and offering to repurchase the each holder of Notes on the date specified by first-class mail, postage prepaid, at its address appearing in the noticeSecurity Register, stating, among other things, (i) the purchase price and the purchase date, which date will shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is sent mailed or such later date as is necessary to comply with requirements under the Exchange Act; (ii) that any Note not tendered shall continue to accrue interest; (iii) that, unless the “Change Company defaults in the payment of Control Payment Date”)the purchase price, any Notes accepted for payment pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior Offer shall cease to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with accrue interest after the Change of Control provisions purchase date; and (iv) certain other procedures that a holder of this Indenture, the Notes must follow to accept a Change of Control Offer or to withdraw such acceptance. The Company will be required to shall comply with the applicable tender offer rules including Rule l4e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company shall not, and will shall not be deemed to have breached its obligations permit any Restricted Subsidiary to, create any restriction (other than restrictions existing under this Section 415 by virtue Debt as in effect on the Closing Date or in refinancings of such conflictsDebt) that would materially impair the ability of the Company to make a Change of Control Offer to purchase the Notes or, if such Change of Control Offer is made, to pay for the Notes tendered for purchase.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Dateoccurs, unless the Company has exercised its right to redeem the each Holder of Notes pursuant to Article X, Noteholders will have the right right, except as provided below, to require the Company to repurchase all or any part in (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Noteholderthat Holder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) Xxxxx pursuant to the offer described below (the “a Change of Control Offer”) Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required offer to offer make a cash payment in cash (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchasedrepurchased to, to but excluding excluding, the date of purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a notice (the “Change of Control Offer”) to Noteholders each Holder describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase Notes properly tendered prior to the Notes on the expiration 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 (the “Change of Control Payment Date”)sent, pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior to the payment date specified in the notice. The Company must will comply with the requirements of Rule 14e-1 of under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 3.9, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 3.9 by virtue of such conflicts.compliance. Promptly following the expiration of the Change of Control Offer, the Company will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:

Purchase of Notes upon a Change of Control. (a) If Upon the occurrence after the Issue Date of a Change of Control occurs after the Escrow Release DateControl, unless the Company has exercised its right to redeem the each Holder of Notes pursuant to Article X, Noteholders will have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased at a purchase price in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below cash (the “Change of Control OfferPayment”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101101.0% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest, if any, to but not including the date of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the purchase date pursuant to Section 307); provided, however, that the Company shall not be obligated to repurchase Notes repurchasedpursuant to this Section 415 in the event that it has exercised its right to redeem all of the Notes as provided in Article X. (b) In the event that, at the time of such Change of Control, the terms of any Credit Facility Indebtedness constituting Designated Senior Indebtedness restrict or prohibit the repurchase of the Notes pursuant to this Section 415, then prior to the sending of the notice to Holders provided for in Section 415(c) but in any event not later than 30 days following the date the Company obtains actual knowledge of any Change of Control (unless the Company has exercised its right to redeem all the Notes as provided in Article X), the Company shall, or shall cause one or more of its Subsidiaries to, (i) repay in full all such Credit Facility Indebtedness subject to such terms or offer to repay in full all such Credit Facility Indebtedness and repay the Credit Facility Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing such Credit Facility Indebtedness to permit the repurchase of the Notes as provided for in Section 415(c). The Company shall first comply with the provisions of the immediately preceding sentence before it shall be required to repurchase such Notes pursuant to the provisions set forth in this Section 415. The Company’s failure to comply with the provisions of this Section 415(b) or Section 415(c) shall constitute an Event of Default under Section 601(iv) and not under Section 601(ii). (c) Unless the Company has exercised its right to redeem all the Notes as described in Article X, the Company shall, not later than 30 days following the date the Company obtains actual knowledge of any Change of Control having occurred, send a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee stating: (1) that a Change 129 1010271152v11010271152_5.doc of Control has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding not including the date of purchase (subject to the “Change right of Control Payment”). Within 30 days following any Change Holders of Control, or, at record on the Company’s option, relevant Regular Record Date to receive interest on the relevant Interest Payment Date falling prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a notice to Noteholders describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase the Notes on the purchase date); (2) the repurchase date specified in the notice, (which date will shall be no earlier than 30 10 days and no nor later than 60 days from the date such notice is sent, except that such notice may be delivered more than 60 days prior to the purchase date if the purchase date is delayed as provided in clause (4) of this Section 415(c)); (3) the instructions determined by the Company, consistent with this Section 415, that a Holder must follow in order to have its Notes purchased; and (4) if such notice is sent prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control and that the purchase date may, in the Company’s discretion, be delayed until such time as the Change of Control has occurred. No Note will be repurchased in part if less than the Minimum Denomination in original principal amount of such Note would be left outstanding. (d) The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture 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) in connection with or in contemplation of any Change of Control, to the extent a definitive agreement is in place for the Change of Control at such time, the Company (or any Affiliate of the Company) has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment Date”), pursuant and has purchased all Notes properly tendered in connection with the terms of the Alternate Offer. (e) Notwithstanding anything to the procedures required by this Indenture and described contrary herein, a Change of Control Offer or an Alternate Offer may be made in advance of a Change of Control, conditional upon such notice. The notice shallChange of Control, if sent prior to a definitive agreement is in place for the date Change of consummation Control at the time of making of the Change of Control, state that the offer to purchase is conditioned on the Control Offer or Alternate Offer. (f) A Change of Control occurring Offer or an Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes, Parent Guarantee and/or Subsidiary Guarantees. (g) If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes of any series validly tender and do not withdraw such Notes in a Change of Control Offer or an Alternate Offer and the Company, or any third party making a Change of Control Offer or any Affiliate of the Company making an Alternate Offer in lieu of the Company as described in Section 415(d), purchases all of the Notes of such series validly tendered and not withdrawn by such Holders, the Company or such third party or such Affiliate will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to such Change of Control Offer or such 130 1010271152v11010271152_5.doc Alternate Offer, to redeem all Notes of such series that remain outstanding following such purchase at a price in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of such redemption (subject to the right of Holders of record on or the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the payment date specified Redemption Date). In determining whether the Holders of at least 90.0% in the noticeaggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a Change of Control Offer or an Alternate Offer, Notes owned by an Affiliate of the Company or by funds controlled or managed by an Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such Change of Control Offer or such Alternate Offer. (h) The Company must comply will comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Controlpursuant to this Section 415. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 415, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflictsthereof. Section 416.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release DateTriggering Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to Article X, Noteholders will have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of ControlControl Triggering Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction or transactions that constitute or may constitute a Change of ControlControl Triggering Event, the Company will be required to send a notice to Noteholders describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 415, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.

Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control occurs after the Escrow Release DateControl, unless the Company has exercised its right elected to redeem the Notes pursuant to Article Xin connection with such Change of Control, Noteholders will have the right to require the Company will make an offer to repurchase purchase all or any part in (equal to $1,000 or an integral multiple thereof) of $1,000 of such Noteholder’s the Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment at a price in cash (the "CHANGE OF CONTROL PAYMENT") equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send mail a notice to Noteholders describing each Holder of Notes issued hereunder in the transaction or transactions that constitute or may constitute manner set forth in Section 106, with a copy to the Trustee, with the following information: (1) a Change of Control Offer is being made pursuant to this Section 1016, and offering that all Notes properly tendered pursuant to repurchase such Change of Control Offer will be accepted for payment; (2) the Notes on purchase price and the date specified in the noticepurchase date, which date will be no earlier than 30 days and no nor later than 60 days from the date such notice is sent mailed, except as may be otherwise required by applicable law (the “"CHANGE OF CONTROL PAYMENT DATE"); (3) any Note not properly tendered will remain outstanding and continue to accrue interest; (4) unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date”), ; (5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the procedures required by this Indenture and described Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent specified in such notice. The the notice shall, if sent at the address specified in the notice prior to the date close of consummation of business on the Change of Control, state that the offer to purchase is conditioned on third Business Day preceding the Change of Control occurring Payment Date; (6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, PROVIDED that the paying agent receives, not later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or prior letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing such Holder's tendered Notes and his election to have such 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 payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase unpurchased portion of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws surrendered, which unpurchased portion must be equal to $1,000 in principal amount or regulations conflict with the Change of Control provisions of this Indenture, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflictsan integral multiple thereof.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Dateat any time, unless the Company has exercised its right to redeem the then each holder of Notes pursuant to Article X, Noteholders will shall have the right to require that the Company to repurchase all purchase such holder's Notes, in whole or any in part in an integral multiple multiples of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer1,000, the Company will be required to offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased such Notes, plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase purchase, pursuant to the offer described below (the “"Change of Control Payment”)Offer") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a shall notify the Trustee thereof and give written notice to Noteholders describing the transaction or transactions that constitute or may constitute the of such Change of Control and offering to repurchase the each holder of Notes on the date specified by first-class mail, postage prepaid, at its address appearing in the noticeSecurity Register, stating, among other things, (i) the purchase price and the purchase date, which date will shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is sent mailed or such later date as is necessary to comply with requirements under the Exchange Act; (ii) that any Note not tendered shall continue to accrue interest; (iii) that, unless the “Change Company defaults in the payment of Control Payment Date”)the purchase price, any Notes accepted for payment pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior Offer shall cease to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with accrue interest after the Change of Control provisions purchase date; and (iv) certain other procedures that a holder of this Indenture, the Notes must follow to accept a Change of Control Offer or to withdraw such acceptance. The Company will be required to shall comply with the applicable tender offer rules including Rule l4e-l under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. The Company shall not, and will shall not be deemed to have breached its obligations permit any Restricted Subsidiary to, create any restriction (other than restrictions existing under this Section 415 by virtue Debt as in effect on the Closing Date or in refinancings of such conflictsDebt) that would materially impair the ability of the Company to make a Change of Control Offer to purchase the Notes or, if such Change of Control Offer is made, to pay for the Notes tendered for purchase.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Dateshall occur at any time, unless the Company has exercised its right to redeem the then each Holder of Notes pursuant to Article X, Noteholders will shall have the right to require that the Company to repurchase all purchase such Holder's Notes, in whole or any in part in an integral multiple multiples of $1,000 1,000, at a purchase price (the "Change of such Noteholder’s Notes (provided that no Note will be purchased Control Purchase Price") in part if cash in an amount equal to 101 percent of the remaining principal amount thereof, plus accrued interest, if any, to the date of such Note would be less than $2,000) purchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the “"Change of Control Offer”") on and the terms other procedures set forth in this IndentureSection 5.07. In the Change (b) Within 30 calendar days of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, orthe Company, or the Trustee at the request and expense of the Company’s option, prior shall send to any each Holder by first class mail, postage prepaid, a notice prepared by the Company stating: (i) that a Change of ControlControl has occurred and a Change of Control offer is being made pursuant to this Section 5.07, but after and that all Notes that are timely tendered will be accepted for payment; (ii) the public announcement Change of Control Purchase Price and the Change of Control Purchase Date, which date shall be a date occurring no earlier than 30 calendar days nor later than 60 calendar days subsequent to the date such notice is mailed; (iii) that any Notes or portions thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of ControlControl Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Company Change of Control Offer shall cease to accrue interest, from and after the Change of Control Purchase Date; (v) that any Holder electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to send a notice surrender such Notes, with the form entitled "Option of Holder to Noteholders describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase the Notes Elect Purchase" on the date reverse of such Notes completed, to the Paying Agent at the address 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 (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date close of consummation of business on the Change of Control, state that the offer to purchase is conditioned on third Business Day preceding the Change of Control occurring on or prior Purchase Date;(vi) that any Holder shall be entitled to withdraw such election if the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndenturePaying Agent receives, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.later than

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Dateoccurs, unless the Company has exercised its right to redeem the Notes pursuant to Article X, Noteholders will have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send a notice to Noteholders describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase the Notes on the 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 (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.

Purchase of Notes upon a Change of Control. (a) If Upon the occurrence of a Change of Control occurs after the Escrow Release DateControl, unless the Company has exercised its right elected to redeem the Notes pursuant to Article Xin connection with such Change of Control, Noteholders will have the right to require the Company will make an offer to repurchase purchase all or any part in (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Noteholder’s the Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on at a price in cash (the terms set forth in this Indenture. In the “Change of Control Offer, the Company will be required to offer payment in cash Payment”) equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”)purchase. Within 30 days following any Change of Control, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will be required to send mail a notice to Noteholders describing each Holder of Notes issued hereunder in the transaction or transactions that constitute or may constitute manner set forth in Section 106, with a copy to the Trustee, with the following information: (1) a Change of Control Offer is being made pursuant to this Section 1016, and offering that all Notes properly tendered pursuant to repurchase such Change of Control Offer will be accepted for payment; (2) the Notes on purchase price and the date specified in the noticepurchase date, which date will be no earlier than 30 days and no nor later than 60 days from the date such notice is sent mailed, except as may be otherwise required by applicable law (the “Change of Control Payment Date”), pursuant ; (3) any Note not properly tendered will remain outstanding and continue to accrue interest; (4) unless the procedures required by this Indenture and described Company defaults in such notice. The notice shall, if sent prior to the date of consummation payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the offer Change of Control Offer will cease to purchase is conditioned accrue interest on the Change of Control occurring Payment Date; (5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on or the reverse of the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the payment date specified in close of business on the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with third Business Day preceding the Change of Control provisions Payment Date; (6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the paying agent receives, not later than the close of this Indenturebusiness on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Company principal amount such Holder’s tendered Notes, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be required issued new Notes equal in principal amount to comply with the applicable securities laws and regulations and will not unpurchased portion of the Notes surrendered, which unpurchased portion must be deemed equal to have breached its obligations under this Section 415 by virtue $2,000 in principal amount or an integral multiple of such conflicts$1,000 in excess thereof.

Purchase of Notes upon a Change of Control. (a) If a Change of Control occurs after the Escrow Release Dateshall occur at any time, unless the Company has exercised its right to redeem the then each Holder of Notes pursuant to Article X, Noteholders will shall have the right to require that the Company to repurchase all purchase such Holder’s Notes, in whole or any in part in integral multiples of U.S.$1,000 or Ps.1,000, as the case may be, at a purchase price (the “Change of Control Purchase Price”) in cash in an integral multiple amount equal to 101% of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) Notes, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, orthe Company shall notify the Trustee thereof in writing and give written notice of such Change of Control to each Holder of Notes by first-class mail, postage prepaid, at the Company’s optionaddress of such Holder appearing in the Register, prior to any Change of Controlstating, but after the public announcement of the Change of Controlamong other things, the Company will be required to send a notice to Noteholders describing the transaction or transactions that constitute or may constitute (a) the Change of Control Purchase Price and offering to repurchase the Notes on the date specified in the notice, Change of Control Purchase Date which date will shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is sent mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulation and the requirements of any securities exchange on which such Notes are listed; (b) that any Note not tendered will continue to accrue interest; (c) that, unless the “Change of Control Payment Date”), pursuant to Company defaults in the procedures required by this Indenture and described in such notice. The notice shall, if sent prior to the date of consummation payment of the Change of ControlControl Purchase Price, state that the offer any such Notes accepted for payment pursuant to purchase is conditioned on the Change of Control occurring Offer shall cease to accrue interest on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with after the Change of Control provisions Purchase Date; (d) that Holders of this Indenture, Notes electing to have any Note or portion thereof purchased pursuant to the Company Change of Control Offer will be required to surrender such Note, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Purchase Date; (e) that Holders of Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased; and (f) 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. The Company shall comply with the any applicable securities laws and regulations and will in connection with a Change of Control Offer. The Company shall not be deemed enter into any agreement that would prohibit the Company from making a Change of Control Offer to have breached its obligations under this Section 415 by virtue purchase the Notes or if such Change of such conflictsControl Offer is made, to pay for any Notes tendered for purchase.