Common use of Repurchase of Notes at the Option of Holders upon Change of Control Clause in Contracts

Repurchase of Notes at the Option of Holders upon Change of Control. If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described above, the Company will make an offer to each Holder of the Notes to repurchase all or any part (in integral multiples of $1,000) of that Holder's Notes at a repurchase price (the "Repurchase Price") in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the Repurchase Date. A "Change of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect to the Notes, each of which is defined in the Indenture. Within 30 days following a Change of Control Repurchase Event or, at the Company's option, prior to a Change of Control, but after the public announcement of a Change of Control, the Company will mail, or cause to be mailed, a notice to each Holder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the "Repurchase Offer" and such date the "Repurchase Date"), which Repurchase Date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the Repurchase Date. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Repurchase Offer; (2) deposit with the Trustee or with such paying agent as the Trustee may designate (the "Paying Agent") an amount equal to the aggregate Repurchase Price for all Notes or portions of Notes properly tendered; and (3) deliver, or cause to be delivered, to the Trustee the Notes properly accepted, together with an Officers' Certificate stating the aggregate principal amount of Notes being repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase offer have been complied with. The Trustee will promptly mail, or cause the Paying Agent promptly to mail, to each Holder of Notes, or portions of Notes, properly tendered the Repurchase Price for such Notes, or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered, as applicable; provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. The Company may not have sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Event.

Repurchase of Notes at the Option of Holders upon Change of Control. If Upon a Change of Control Repurchase Event occurs with respect Control, any Holder will have the right, subject to certain conditions specified in the NotesIndenture, unless to cause the Company has exercised its right to redeem the Notes as described above, the Company will make an offer to each Holder of the Notes Issuer to repurchase all or any part (in integral multiples of $1,000) the Notes of that Holder's Notes such Holder at a repurchase purchase price (the "Repurchase Price") in cash equal to 101% of the aggregate principal amount of such the Notes to be repurchased plus any accrued and unpaid interest interest, if any, to the date of purchase (subject to the right of Holders of record on the Notes repurchased to, but not including, the Repurchase Date. A "Change of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect relevant record date to the Notes, each of which is defined in the Indenture. Within 30 days following a Change of Control Repurchase Event or, at the Company's option, prior to a Change of Control, but after the public announcement of a Change of Control, the Company will mail, or cause to be mailed, a notice to each Holder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes receive interest due on the relevant interest payment date specified in the notice (such offer the "Repurchase Offer" and such date the "Repurchase Date"), which Repurchase Date will be no earlier than 30 days and no later than 60 days from the date such notice that is mailed. The notice shall, if mailed on or prior to the date of consummation purchase) as provided in, and subject to the terms of, the Indenture. Any notice to Holders of such a redemption needs to include the appropriate calculation of the Change of Controlredemption price, state that but does not need to include the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Repurchase Dateredemption date. The Company If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder be paid to the extent those laws Person in whose name the note is registered at the close of business, on such record date. In the case of any partial redemption, the trustee will select notes for redemption by such method as it shall deem fair and regulations appropriate; provided that if the notes are applicable in connection global form, interests in such global notes will be selected for redemption by DTC in accordance with its standard procedures therefor, although no note of $2,000 in original principal amount or less will be redeemed in part. If any note is to be redeemed in part only, the repurchase notice of redemption relating to such note will state the portion of the Notes as a result of a Change of Control Repurchase Eventprincipal amount thereof to be redeemed. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Repurchase Offer; (2) deposit with the Trustee or with such paying agent as the Trustee may designate (the "Paying Agent") an A new note in principal amount equal to the aggregate Repurchase Price for all Notes or portions of Notes properly tendered; and (3) deliver, or cause to be delivered, to the Trustee the Notes properly accepted, together with an Officers' Certificate stating the aggregate principal amount of Notes being repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase offer have been complied with. The Trustee will promptly mail, or cause the Paying Agent promptly to mail, to each Holder of Notes, or portions of Notes, properly tendered the Repurchase Price for such Notes, or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased unredeemed portion of any Notes surrendered, as applicable; provided that each new Note thereof will be in a principal amount of an integral multiple of $1,000. The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer issued in the manner, at name of the times and otherwise in compliance with holder thereof upon cancellation of the requirements for such an offer made by the Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. The Company may not have sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Eventoriginal note.

Repurchase of Notes at the Option of Holders upon Change of Control. If Upon a Change of Control Repurchase Event occurs with respect to the NotesControl, unless the Company has exercised its right to redeem the Notes as described above, the Company will make an offer to each any Holder of Notes will have the Notes right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part (in integral multiples of $1,000) the Notes of that Holder's Notes such Holder at a repurchase purchase price (the "Repurchase Price") in cash equal to 101% of the aggregate principal amount of such the Notes to be repurchased plus any accrued and unpaid interest on the Notes repurchased interest, if any, to, but not includingexcluding, the Repurchase Date. A "Change date of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect purchase (subject to the Notesright of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, each of which is defined in and subject to the terms of, the Indenture. Within 30 days following Any notice to Holders of Notes of such a Change redemption needs to include the appropriate calculation of Control Repurchase Event or, at the Company's option, prior to a Change of Controlredemption price, but after does not need to include the public announcement of a Change of Controlredemption price itself. The actual redemption price, the Company will mailcalculated as described above, or cause to must be mailed, a notice to each Holder of the Notes, with a copy set forth in an Officers’ Certificate delivered to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the "Repurchase Offer" and such date the "Repurchase Date"), which Repurchase Date will be no earlier than 30 days and Trustee no later than 60 days from the date such notice is mailed. The notice shall, if mailed two Business Days prior to the redemption date. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of consummation business, on such record date. In the case of any partial redemption, the Trustee will select Notes for redemption by lot; provided that if the Notes are in global form, interests in such global notes will be selected for redemption by Euroclear or Clearstream in accordance with its standard procedures therefor, although no Note of €100,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior principal amount thereof to the Repurchase Datebe redeemed. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable A new Note in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Repurchase Offer; (2) deposit with the Trustee or with such paying agent as the Trustee may designate (the "Paying Agent") an principal amount equal to the aggregate Repurchase Price for all Notes or portions of Notes properly tendered; and (3) deliver, or cause to be delivered, to the Trustee the Notes properly accepted, together with an Officers' Certificate stating the aggregate principal amount of Notes being repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase offer have been complied with. The Trustee will promptly mail, or cause the Paying Agent promptly to mail, to each Holder of Notes, or portions of Notes, properly tendered the Repurchase Price for such Notes, or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased unredeemed portion of any Notes surrendered, as applicable; provided that each new Note thereof will be in a principal amount of an integral multiple of $1,000. The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer issued in the manner, at name of the times and otherwise in compliance with Holder thereof upon cancellation of the requirements for such an offer made by the Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. The Company may not have sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Eventoriginal Note.

Repurchase of Notes at the Option of Holders upon Change of Control. If Upon a Change of Control Repurchase Event occurs with respect to the NotesControl, unless the Company has exercised its right to redeem the Notes as described above, the Company will make an offer to each any Holder of Notes will have the Notes right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part (in integral multiples of $1,000) the Notes of that Holder's Notes such Holder at a repurchase purchase price (the "Repurchase Price") in cash equal to 101% of the aggregate principal amount of such the Notes to be repurchased plus any accrued and unpaid interest on the Notes repurchased interest, if any, to, but not includingexcluding, the Repurchase Date. A "Change date of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect purchase (subject to the Notesright of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, each of which is defined in and subject to the terms of, the Indenture. Within 30 days following Any notice to Holders of Notes of such a Change redemption needs to include the appropriate calculation of Control Repurchase Event or, at the Company's option, prior to a Change of Controlredemption price, but after does not need to include the public announcement of a Change of Controlredemption price itself. The actual redemption price, the Company will mailcalculated as described above, or cause to must be mailed, a notice to each Holder of the Notes, with a copy set forth in an Officers’ Certificate delivered to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the "Repurchase Offer" and such date the "Repurchase Date"), which Repurchase Date will be no earlier than 30 days and Trustee no later than 60 days from the date such notice is mailed. The notice shall, if mailed two Business Days prior to the redemption date. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of consummation business, on such record date. In the case of any partial redemption, the Trustee will select Notes for redemption by lot; provided that if the Notes are in global form, interests in such global notes will be selected for redemption by DTC in accordance with its standard procedures therefor, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior principal amount thereof to the Repurchase Datebe redeemed. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable A new Note in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Repurchase Offer; (2) deposit with the Trustee or with such paying agent as the Trustee may designate (the "Paying Agent") an principal amount equal to the aggregate Repurchase Price for all Notes or portions of Notes properly tendered; and (3) deliver, or cause to be delivered, to the Trustee the Notes properly accepted, together with an Officers' Certificate stating the aggregate principal amount of Notes being repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase offer have been complied with. The Trustee will promptly mail, or cause the Paying Agent promptly to mail, to each Holder of Notes, or portions of Notes, properly tendered the Repurchase Price for such Notes, or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased unredeemed portion of any Notes surrendered, as applicable; provided that each new Note thereof will be in a principal amount of an integral multiple of $1,000. The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer issued in the manner, at name of the times and otherwise in compliance with holder thereof upon cancellation of the requirements for such an offer made by the Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. The Company may not have sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Eventoriginal Note.

Repurchase of Notes at the Option of Holders upon Change of Control. If Upon a Change of Control Repurchase Event occurs with respect to the NotesControl, unless the Company has exercised its right to redeem the Notes as described above, the Company will make an offer to each any Holder of Notes will have the Notes right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part (in integral multiples of $1,000) the Notes of that Holder's Notes such Holder at a repurchase purchase price (the "Repurchase Price") in cash equal to 101% of the aggregate principal amount of such the Notes to be repurchased plus any accrued and unpaid interest on the Notes repurchased interest, if any, to, but not includingexcluding, the Repurchase Date. A "Change date of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect purchase (subject to the Notesright of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, each of which is defined in and subject to the terms of, the Indenture. Within 30 days following Any notice to Holders of Notes of such a Change redemption needs to include the appropriate calculation of Control Repurchase Event or, at the Company's option, prior to a Change of Controlredemption price, but after does not need to include the public announcement of a Change of Controlredemption price itself. The actual redemption price, the Company will mailcalculated as described above, or cause to must be mailed, a notice to each Holder of the Notes, with a copy set forth in an Officers’ Certificate delivered to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice (such offer the "Repurchase Offer" and such date the "Repurchase Date"), which Repurchase Date will be no earlier than 30 days and Trustee no later than 60 days from the date such notice is mailed. The notice shall, if mailed two Business Days prior to the redemption date. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of consummation business, on such record date. In the case of any partial redemption, the Trustee will select Notes for redemption by lot; provided that if the Notes are in global form, interests in such global notes will be selected for redemption by DTC in accordance with its standard procedures therefor, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior principal amount thereof to the Repurchase Datebe redeemed. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable A new Note in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Repurchase Offer; (2) deposit with the Trustee or with such paying agent as the Trustee may designate (the "Paying Agent") an principal amount equal to the aggregate Repurchase Price for all Notes or portions of Notes properly tendered; and (3) deliver, or cause to be delivered, to the Trustee the Notes properly accepted, together with an Officers' Certificate stating the aggregate principal amount of Notes being repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase offer have been complied with. The Trustee will promptly mail, or cause the Paying Agent promptly to mail, to each Holder of Notes, or portions of Notes, properly tendered the Repurchase Price for such Notes, or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased unredeemed portion of any Notes surrendered, as applicable; provided that each new Note thereof will be in a principal amount of an integral multiple of $1,000. The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer issued in the manner, at name of the times and otherwise in compliance with Holder thereof upon cancellation of the requirements for such an offer made by the Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. The Company may not have sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Eventoriginal Note.