Common use of Repurchase at Option of Holders of the Notes Upon a Fundamental Change Clause in Contracts

Repurchase at Option of Holders of the Notes Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder of the Notes shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal thereof that is equal to $1,000 principal amount or an integral multiple of $1,000 principal amount, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice, subject to extension if necessary to comply with applicable securities laws, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided that if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, then the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record on such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article IX. (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Fundamental Change; (iii) the last date on which a Holder of the Notes may exercise the repurchase right pursuant to this Article IX; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate; (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder of the Notes may be converted only if such Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture; and (ix) the procedures that the Holders of the Notes must follow to require the Company to repurchase their Notes. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Such notice shall be by first class mail to the Trustee, to the Paying Agent and to each Holder of the Notes at its address shown in the Security Register (and to beneficial owners as required by applicable law) or, in the case of Global Notes, in accordance with Applicable Procedures. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the repurchase rights of the Holders of the Notes or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 9.01. (c) Repurchases of Notes under this Section 9.01 shall be made, at the option of the Holder of the Notes thereof, upon: (i) Delivery to the Paying Agent by a Holder of the Notes of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Notes of the Fundamental Change Repurchase Price therefor. (d) The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (ii) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder of the Notes delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 9.01

Repurchase at Option of Holders of the Notes Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder of the Notes shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal thereof that is equal to $1,000 25 principal amount or an integral multiple of $1,000 25 principal amount, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice, subject to extension if necessary to comply with applicable securities laws, Notice at a repurchase price equal to 100101% of the principal amount of the Notes to be repurchased, plus together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided that if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, then the Company shall instead pay the full amount of any such accrued and unpaid interest shall be paid not to the Holder Holders of record the Notes submitting the Notes for repurchase on the Fundamental Change Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100101% of the principal amount of Notes to be repurchased pursuant to this Article IX9. (b) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of the Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Each Fundamental Change Company Notice shall specify: (i) the CUSIP number and the designation of the Notes; (ii) the events causing the Fundamental Change; (iiiii) the date of the Fundamental Change; (iiiiv) the last date on which a Holder of the Notes may exercise the repurchase right pursuant to this Article IX9; (ivv) the Fundamental Change Repurchase Price; (vvi) the Fundamental Change Repurchase Date; (vivii) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate;; and (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder of the Notes may be converted only if such Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture; and (ix) the procedures that the Holders of the Notes must follow to require the Company to repurchase their Notes. At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Such notice shall be by first class mail to the Trustee, to the Paying Agent and to each Holder of the Notes at its address shown in the Debt Security Register (and to beneficial owners as required by applicable law) or, in the case of Global Notes, in accordance with Applicable Proceduresthe applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The the City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the repurchase rights of the Holders of the Notes or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 9.01. (c) Repurchases of Notes under this Section 9.01 shall be made, at the option of the Holder of the Notes thereof, upon: (i) Delivery delivery to the Paying Agent by a Holder of the Notes of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 1 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Notes of the Fundamental Change Repurchase Price therefor. (d) The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (ii) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 25 or an integral multiple of $25 in excess thereof; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with Applicable Proceduresappropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder of the Notes delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 9.019.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 9.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. (e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders of the Notes upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders of the Notes thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been canceled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders of the Notes Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timetime prior to the Maturity Date, each Holder of the Notes shall have the right, at such Holder’s option, to require the Company Issuer to repurchase for cash all of such Holder’s Notes, or any portion of the principal thereof that is equal to $1,000 principal amount or an integral multiple of $1,000 principal amount1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company Issuer that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice, subject to extension if necessary to comply with applicable securities lawsas long as the Fundamental Change Repurchase Condition has been satisfied as of such Fundamental Change Repurchase Date, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided that if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, then the Company Issuer shall instead pay the full amount of accrued and unpaid interest interest, if any, to the Holder of record on such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article IX9. If any Fundamental Change Repurchase Date falls on a date that is not a Business Day, payment of the Fundamental Change Repurchase Price shall be made on the next succeeding Business Day and no interest or other amount shall be paid as a result of any such postponement. (bA) As a condition to paying the Fundamental Change Repurchase Price upon the occurrence of a Fundamental Change (the “Fundamental Change Repurchase Condition”): (i) the required lenders under any credit facility of the Issuer that may be violated by such payment shall have (x) consented to such payment being made and (y) waived any event of default thereunder caused by the applicable Fundamental Change; (ii) the Issuer shall have repaid all outstanding indebtedness under any such credit facility; or (iii) the Issuer shall have offered to repay all such indebtedness and made payment to the holders of such indebtedness that accepted such offer and obtained (x) consent for the payment of the Fundamental Change Repurchase Price and (y) a waiver of any event of default arising under the relevant credit facility caused by the applicable Fundamental Change, in each case, from the required percentage of remaining lenders. (B) The Issuer hereby agrees to obtain the required consents and waivers from the lenders under any such credit facility referred to in sub-clause (A) and make any repayments of indebtedness thereunder as necessary to ensure that the Fundamental Change Repurchase Condition has been satisfied prior to any Fundamental Change Repurchase Date. (c) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company Issuer shall provide to all Holders of the Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder of the Notes may exercise the repurchase right pursuant to this Article IX9; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Condition has been satisfied and, if not, any actions that the Issuer is taking or intends to take to ensure that such condition is satisfied prior to the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicableFundamental Change Repurchase Date; (vii) if applicable, the Fundamental Change also constitutes a Make-Whole Fundamental Change; (viii) the Conversion Rate and any adjustments to the Conversion Rate; (viiiix) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder of the Notes may be converted only if such Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the IndentureIndenture (or, in the case of a Global Note, complies with the Applicable Procedures with respect to such a withdrawal); (x) if applicable, the name and address of the Paying Agent and the Conversion Agent; and (ixxi) the procedures that the Holders of the Notes must follow to require the Company Issuer to repurchase their Notes. At the CompanyIssuer’s request, the Trustee shall give such notice in the CompanyIssuer’s name and at the CompanyIssuer’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the CompanyIssuer. Such notice shall be by first class mail to the Trustee, to the Paying Agent (if other than the Trustee) and to each Holder of the Notes at its address shown in the Security Register (and to beneficial owners as required by applicable law) or, in the case of Global Notes, in accordance with the Applicable Procedures. Simultaneously with providing such notice, the Company Issuer shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on the CompanyIssuer’s website or through such other public medium as the Company Issuer may use at that time. If the Fundamental Change Repurchase Condition has not been satisfied prior to the Issuer’s delivery of the Fundamental Change Company Notice and is thereafter satisfied on or prior to the Fundamental Change Repurchase Date, the Issuer shall so notify Holders and publish a notice thereof on its website or through such other public medium as it may use at that time, within one Business Day of such Fundamental Change Repurchase Condition’s being satisfied. No failure of the Company Issuer to give the foregoing notices and no defect therein shall limit the repurchase rights of the Holders of the Notes or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 9.01. (cd) Repurchases Subject to the Fundamental Change Repurchase Condition’s being satisfied, repurchases of Notes under this Section 9.01 shall be made, at the option of the Holder of the Notes thereof, upon: (i) Delivery delivery to the Paying Agent by a Holder of the Notes of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto to this Supplemental Indenture as Exhibit A, if the Notes are Physical Certificated Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Certificated Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the DepositaryApplicable Procedures, in each case such delivery being a condition to receipt by the Holder of the Notes of the Fundamental Change Repurchase Price therefor. (de) The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (i) in the case of Physical Certificated Notes, the certificate numbers of the Notes to be delivered for repurchase; (ii) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Notes are to be repurchased by the Company Issuer pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice Holder must comply with the Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder of the Notes delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 9.01.

Repurchase at Option of Holders of the Notes Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder of the Notes shall have the right, at such Holder’s option, to require the Company Issuer to repurchase for cash all of such Holder’s Notes, or any portion of the principal thereof that is equal to $1,000 principal amount or an integral a multiple of $1,000 principal amount, on the date (the “Fundamental Change Repurchase Date”) specified by the Company Issuer that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice, subject to extension if necessary to comply with applicable securities laws, Issuer Notice at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided that if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, then the Company Issuer shall instead pay the full amount of accrued and unpaid interest to the Holder of record on such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article IX9. (b) On or before the 20th 15th calendar day after the occurrence of a Fundamental Change, the Company Issuer shall provide to all Holders of the Notes and the Trustee and the Paying Agent paying agent (in the case of a Paying Agent paying agent other than the Trustee) a notice (the “Fundamental Change Company Issuer Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders of the Notes arising as a result thereof. Each Fundamental Change Company Issuer Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date the Fundamental Change occurred, and whether the Fundamental Change is a Make-Whole Fundamental Change, in which case the Effective Date of the Make-Whole Fundamental ChangeChange shall be given; (iii) the last date on which a Holder of the Notes may exercise the repurchase right pursuant to this Article IX9; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent paying agent and the Conversion Agent, if applicableconversion agent; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion RateRate made or to be made on account of such Fundamental Change; (viii) if applicable, that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder of the Notes may be converted only if such Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture; and (ix) the procedures that the Holders of the Notes must follow to require the Company Issuer to repurchase their Notes. At the CompanyIssuer’s request, the Trustee shall give such notice in the CompanyIssuer’s name and at the CompanyIssuer’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Issuer Notice shall be prepared by the CompanyIssuer. Such notice shall be by first class mail to the Trustee, to the Paying Agent paying agent and to each Holder of the Notes at its address shown in the Security Register (and to beneficial owners as required by applicable law) or, in the case of Global NotesSecurities, in accordance with Applicable Proceduresthe applicable procedures of the Depositary. Simultaneously Contemporaneously with providing such notice, the Company Issuer shall publish a notice containing the information set forth in the Fundamental Change Company Issuer Notice in a newspaper of general circulation in The City of New York or publish such information on the CompanyIssuer’s website or through such other public medium as the Company Issuer may use at that time. No failure of the Company Issuer to give the foregoing notices and no defect therein shall limit the repurchase rights of the Holders of the Notes or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 9.01. (c) Repurchases of Notes under this Section 9.01 shall be made, at the option of the Holder of the Notes thereof, upon: (i) Delivery delivery to the Paying Agent paying agent by a Holder of the Notes of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical certificated Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global NotesSecurities, if the Notes are Global NotesSecurities, in each case on or before prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical certificated Notes, to the Paying Agent paying agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agentpaying agent, or book-entry transfer of the Notes, if the Notes are Global NotesSecurities, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Notes of the Fundamental Change Repurchase Price therefor. (d) The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (i) in the case of Physical certificated Notes, the certificate numbers of the Notes to be delivered for repurchase; (ii) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral a multiple thereof; and (iii) that the Notes are to be repurchased by the Company Issuer pursuant to the applicable provisions of the Notes and the Indenture; provided, however, that if the Notes are Global NotesSecurities, the Fundamental Change Repurchase Notice must comply with Applicable Procedures. Notwithstanding anything herein to the contrary, any Holder applicable procedures of the Notes delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 9.01Depositary.