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

Repurchase of Notes upon a Change in Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date"). Within 30 days following any Change of Control, the Issuers will mail, or at the Issuers' request the Trustee will mail, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice. (b) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (c) On the Change of Control Payment Date, the Issuers will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer, (2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $1,000 or an integral multiple thereof. (d) The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer at the same or a higher purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer otherwise required to be made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Repurchase of Notes upon a Change in Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer described below (the "“Change of Control Offer"”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "“Change of Control Payment"”) on a date that is not more than 90 days after the occurrence of such Change of Control (the "“Change of Control Payment Date"”). Within 30 days following any Change of Control, the Issuers Company will mail, or at the Issuers' Company’s request the Trustee will mail, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice. (b) The Issuers 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (c) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer, (2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $1,000 or an integral multiple thereof. (d) The Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer at the same or a higher purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer otherwise required to be made by the Issuers Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Repurchase of Notes upon a Change in Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) (or in amounts of $1.00 or whole multiples of $1.00 in excess thereof for PIK Interest amounts) of such Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer"“Offer to Purchase”) at an offer price in cash equal to 101% of the aggregate principal amount thereof (including any PIK Interest) plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon to the date of purchase (the "“Change of Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date"”). Within 30 days following any Change of ControlControl unless the Company has on or prior to such date given a notice to redeemed to the Trustee pursuant to Section 10.02 with respect to all Outstanding Notes, the Issuers Company will maildeliver, or at the Issuers' Company’s request the Trustee will maildeliver, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice. (b) The Issuers An Offer to Purchase must be made by written offer, which will comply with specify the requirements principal amount of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Notes subject to the extent such laws offer and regulations are applicable in connection with the repurchase purchase price. The Offer to Purchase must specify a deadline for tendering Notes (the “Repurchase Deadline”) not fewer than 30 days or more than 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the Repurchase Deadline. The Offer to Purchase shall contain instructions and materials necessary to enable holders to tender Notes as a result of a Change of Controlpursuant to the offer in accordance with this Indenture. (c) Holders shall be entitled to withdraw Notes tendered up to the close of business on the Repurchase Deadline. On the Change of Control Payment Purchase Date, the Issuers Company will, to the extent lawfullawful and subject to any other conditions permitted pursuant to this Indenture, (1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control OfferOffer to Purchase, (2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered (which deposit may occur prior to the Purchase Date), and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount (including any PIK Interest) to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $1,000 or an integral multiple thereofthereof (or in amounts of $1.00 or whole multiples of $1.00 in excess thereof for PIK Interest amounts). (d) The Issuers Company will comply with Section 14(e) under the Exchange Act and all securities laws, rules, regulations and other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. (e) The Company will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if a third party makes the Change of Control Offer at to Purchase in the same or a higher purchase pricemanner, at the same times and otherwise in substantial compliance with the requirements applicable to an Offer to Purchase upon a Change of Control Control. (f) Notwithstanding anything to the contrary herein, an Offer otherwise required to Purchase may be made by in advance of a Change of Control, conditional upon the Issuers and purchases all Notes validly tendered and not withdrawn under occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (g) The provisions relating to the Company’s obligation to make an Offer to Purchase the Notes as a result of a Change of Control may be waived or amended as described in Section 9.02.

Repurchase of Notes upon a Change in Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date"). Within 30 days following any Change of Control, the Issuers Company will mail, or at the Issuers' Company's request the Trustee will mail, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice. (b) The Issuers 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (c) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer, (2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $1,000 or an integral multiple thereof. (d) The Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer at the same or a higher purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer otherwise required to be made by the Issuers Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Repurchase of Notes upon a Change in Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date"). Within 30 days following any Change of Control, the Issuers Company will mail, or at the Issuers' Company's request the Trustee will mail, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice. (b) The Issuers 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (c) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer, (2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $1,000 or an integral multiple thereof. (d) The Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer at the same or a higher purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer otherwise required to be made by the Issuers Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Repurchase of Notes upon a Change in Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date"). Within 30 days following any Change of Control, the Issuers Company will mail, or at the Issuers' Company's request the Trustee will mail, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice. (b) The Issuers 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (c) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer, (2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $1,000 or an integral multiple thereof. (d) The Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer at the same or a higher purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer otherwise required to be made by the Issuers Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Repurchase of Notes upon a Change in Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control (the "Change of Control Payment Date"). Within 30 days following any Change of Control, the Issuers Company will mail, or at the Issuers' Company's request the Trustee will mail, a notice to each Holder offering to repurchase the Notes held by such Holder pursuant to the procedures specified in such notice. (b) The Issuers 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (c) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer, (2) deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the IssuersCompany. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such Note will be in a principal amount of $1,000 or an integral multiple thereof. (d) Prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness, to the extent necessary, to permit the repurchase of Notes required by this Section 4.13. (e) The Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer at the same or a higher purchase price, at the same times and otherwise in substantial compliance with the requirements applicable to a Change of Control Offer otherwise required to be made by the Issuers Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.