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

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount of the Securities on the date of purchase and accrued and unpaid interest (if any) on such amount to the date of purchase. Prior to the mailing of the notice to Holders of Securities commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI shall first comply with the covenant in the preceding sentence before the Company shall repurchase Securities pursuant to this Section 4.12. WCI may not repurchase any subordinated obligations, including the Convertible Notes, until the Company has repurchased all Securities tendered pursuant to the Offer to Purchase Securities as a result of such Change of Control. However, if WCI is unable to repay all of its Indebtedness that would prohibit repurchase of the Securities or is unable to obtain the consents of the holders of Indebtedness, if any, outstanding at the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail to purchase any Securities validly tendered, then WCI and the Company will have breached such covenant. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure by the Company to repurchase Securities at the conclusion of the Offer to Purchase will constitute an Event of Default without any waiting period or notice requirements.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount of the Securities on the date of purchase and repurchase, plus accrued and unpaid interest (if any) on such amount to the date of purchase. The Company is not required to make an Offer to Purchase following a Change of Control if a third party makes an Offer to Purchase that would be in compliance with the provisions described in this Section if it were made by the Company and such third party purchases (for the consideration referred to in the immediately preceding sentence) the Securities validly tendered and not withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to holders in a daily newspaper of Securities general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI the Company, covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall be required to repurchase Securities pursuant to this Section 4.12covenant. WCI may Withholding Tax Redemption. The Securities are subject to redemption ("Withholding Tax Redemption") at any time (a "Withholding Tax Redemption Date"), as a whole but not repurchase any subordinated obligationsin part, at the election of the Company, at a redemption price equal to 100% of the unpaid principal amount thereof plus accrued and unpaid interest, if any, to and including the Convertible NotesWithholding Tax Redemption Date (the "Withholding Tax Redemption Price") if, until the Company has repurchased all Securities tendered pursuant to the Offer to Purchase Securities as a result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or interpretations relating to such Change laws, rules or regulations made by any legislative body, court or governmental or regulatory agency or authority (including the enactment of Controlany legislation and the publication of any judicial decision or regulatory determination) of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official interpretation, application or pronouncement by any legislative body, court or governmental or regulatory agency or authority that provides for a position with respect to such laws, rules or regulations that differs from the theretofore generally accepted position, which amendment or change is enacted, promulgated, issued or announced or which interpretation, application or pronouncement is issued or announced, in each case, after the Closing Date, the Company has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 10% on or from any payments under the Securities. However, if WCI is unable to repay all of its Indebtedness that would prohibit repurchase The election of the Company to redeem the Securities or is unable to obtain the consents shall be evidenced by a certificate (a "Withholding Tax Redemption Certificate") of a financial officer of the holders Company, which certificate shall be delivered to the Trustee. The Company shall, not less than 30 days nor more than 45 days prior to the Withholding Tax Redemption Date, notify the Trustee in writing of Indebtedness, if any, outstanding at such Withholding Tax Redemption Date and of all other information necessary to the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail to purchase any Securities validly tendered, then WCI and the Company will have breached such covenant. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company giving by the Trustee or of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be under no duty to repurchase Securities check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments to the Trustee referred to therein at the conclusion of the Offer least two Business Days prior to Purchase will constitute an Event of Default without any waiting period or notice requirementssuch Withholding Tax Redemption Date.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount Accumulated Amount of the Securities on the date of purchase and purchase, plus accrued and unpaid interest (if any) on such amount Accumulated Amount to the date of purchase. Prior to the mailing of the notice to Holders of Securities commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI the Company covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall repurchase Securities pursuant to this Section 4.124.11. WCI The Company may not repurchase any Securities (or any other subordinated obligations, including the Cash-Pay Notes, the 1997 Senior Subordinated Notes, the Exchange Debentures and the Convertible Notes, ) pursuant to this Section 4.11 until the Company it has repurchased all Securities of the 1995 Senior Notes and the 1997 Senior Notes and has caused each of WEC and WEC II to repurchase all of the WEC Equipment Notes and WEC II Equipment Notes, respectively, tendered pursuant to the any Offer to Purchase Securities as a result of such Change of Control. However, if WCI the Company is unable to repay all of its Indebtedness that would prohibit repurchase of the Securities or is unable to obtain the consents of the holders of Indebtedness, if any, of the Company outstanding at the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail fails to purchase any Securities validly tendered, then WCI and the Company will have breached such covenantthis Section 4.11. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure by the Company to repurchase Securities at the conclusion of the Offer to Purchase will constitute an Event of Default without any waiting period or notice requirements.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount Accumulated Amount of the Securities on the date of purchase and purchase, plus accrued and unpaid interest (if any) on such amount Accumulated Amount to the date of purchase. Prior to the mailing of the notice to Holders of Securities commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI the Company covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall repurchase Securities pursuant to this Section 4.124.11. WCI The Company may not repurchase any Securities (or any other subordinated obligations, including the Convertible Notes, ) pursuant to this Section 4.11 until the Company it has repurchased or caused WEC or WEC II, as the case may be, to repurchase all Securities March 1997 Senior Notes, March 1997 Equipment Notes and August 1997 Equipment Notes tendered pursuant to the Offer to Purchase Securities March 1997 Senior Notes, March 1997 Equipment Notes and August 1997 Equipment Notes as a result of such Change of Control. However, if WCI the Company is unable to repay all of its Indebtedness that would prohibit repurchase of the Securities or is unable to obtain the consents of the holders of Indebtedness, if any, of the Company outstanding at the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail fails to purchase any Securities validly tendered, then WCI and the Company will have breached such covenant. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure by the Company to repurchase Securities at the conclusion of the Offer to Purchase will constitute an Event of Default without any waiting period or notice requirements.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of Upon the occurrence of a Change of Control, and consummate an Offer each Holder shall have the right to Purchase for all require the repurchase of its Securities then outstanding, by the Company in cash pursuant to the offer described below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount of the Securities on the date of purchase and thereof, plus accrued and unpaid interest (if any) on such amount to the date of purchasepurchase (the "Change of Control Payment"). Prior to the mailing of the notice to Holders of Securities commencing such Offer to Purchaseprovided for in the succeeding paragraph, but in any event within 30 days following any Change of Control, WCI the Company covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase as provided for in the succeeding paragraph or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the SecuritiesSecurities as provided for in the succeeding paragraph. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall be required to repurchase Securities pursuant to this Section 4.123.17. WCI may not repurchase any subordinated obligationsWithin 30 days of the Change of Control, including the Convertible Notes, until the Company shall mail a notice to the Trustee and each Holder stating: (i) that a Change of Control has repurchased occurred (and a brief description of the events resulting in such Change of Control), that the Change of Control Offer is being made pursuant to Section 3.17 of the Indenture and that all Securities validly tendered will be accepted for payment; (ii) the purchase price and the expiration date for such Change of Control Offer (which shall be the date not less than 20 Business Days from the date such notice is mailed) (the "Change of Control Offer Expiration Date"); (iii) that any Security not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (as defined below); that Holders electing to have any Security or portion thereof purchased pursuant to the Change of Control Offer will be required to surrender such Security, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of such Security completed, to the paying agent at the address specified in the notice prior to the close of business on the Change of Control Offer Expiration Date; (vi) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the Change of Control Offer Expiration Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Securities delivered for purchase and a statement that such Holder is withdrawing his election to have such Securities purchased; and (vii) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; provided that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. On a date no more than four Business Days after the Change of Control Offer Expiration Date (the "Change of Control Payment Date"), the Company will: (i) accept for payment Securities or portions thereof tendered pursuant to the Offer to Purchase Securities as a result of such Change of ControlControl Offer; (ii) deposit with the paying agent money sufficient to pay the purchase price of all Securities or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee, all Securities or portions thereof so accepted together with an Officers' Certificate specifying the Securities or portions thereof accepted for payment by the Company. HoweverThe paying agent shall promptly mail, if WCI is unable to repay all the Holders of its Indebtedness that would prohibit repurchase Securities so accepted, payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any unpurchased portion of the Securities surrendered; provided that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or is unable to obtain integral multiples thereof. The Company will publicly announce the consents results of the holders Change of IndebtednessControl Offer on or as soon as practicable after the Change of Control Offer Expiration Date. For purposes of this Section, if any, outstanding at the time of Trustee shall act as paying agent. The Company will not be required to make a Change of Control whose consent would Offer if a third party makes an offer to purchase Securities in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to the Change of Control Offer to be so required to permit the repurchase of Securities of WCI or made by the Company or otherwise fail to purchase any and purchases all Securities validly tendered, then WCI tendered and not withdrawn under such offer to purchase. The Company will comply with 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 the event that a Change of Control occurs and the Company will have breached such covenant. This breach will constitute an Event of Default is required to repurchase the Securities under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure by the Company to repurchase Securities at the conclusion of the Offer to Purchase will constitute an Event of Default without any waiting period or notice requirementsSection.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount of the Securities on the date of purchase and repurchase, plus accrued and unpaid interest (if any) on such amount to the date of purchase. The Company is not required to make an Offer to Purchase following a Change of Control if a third party makes an Offer to Purchase that would be in compliance with the provisions described in this Section if it were made by the Company and such third party purchases (for the consideration referred to in the immediately preceding sentence) the Securities validly tendered and not withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to holders in a daily newspaper of Securities general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI the Company, covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall be required to repurchase Securities pursuant to this Section 4.12covenant. WCI may Withholding Tax Redemption. The Securities are subject to redemption ("Withholding Tax Redemption") at any time (a "Withholding Tax Redemption Date"), as a whole but not repurchase any subordinated obligationsin part, at the election of the Company, at a redemption price equal to 100% of the unpaid principal amount thereof plus accrued and unpaid interest, if any, to and including the Convertible NotesWithholding Tax Redemption Date (the "Withholding Tax Redemption Price") if, until the Company has repurchased all Securities tendered pursuant to the Offer to Purchase Securities as a result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or interpretations relating to such Change laws, rules or regulations made by any legislative body, court or governmental or regulatory agency or authority (including the enactment of Controlany legislation and the publication of any judicial decision or regulatory determination) of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official interpretation, application or pronouncement by any legislative body, court or governmental or regulatory agency or authority that provides for a position with respect to such laws, rules or regulations that differs from the theretofore generally accepted position, which amendment or change is enacted, promulgated, issued or announced or which interpretation, application or pronouncement is issued or announced, in each case, after the Closing Date, the Company has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 10.0% on or from any payments under the Securities. However, if WCI is unable to repay all of its Indebtedness that would prohibit repurchase The election of the Company to redeem the Securities or is unable to obtain the consents shall be evidenced by a certificate (a "Withholding Tax Redemption Certificate") of a financial officer of the holders Company, which certificate shall be delivered to the Trustee. The Company shall, not less than 30 days nor more than 45 days prior to the Withholding Tax Redemption Date, notify the Trustee in writing of Indebtedness, if any, outstanding at such Withholding Tax Redemption Date and of all other information necessary to the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail to purchase any Securities validly tendered, then WCI and the Company will have breached such covenant. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company giving by the Trustee or of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be under no duty to repurchase Securities check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments to the Trustee referred to therein at the conclusion of the Offer least two Business Days prior to Purchase will constitute an Event of Default without any waiting period or notice requirementssuch Withholding Tax Redemption Date.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount Accumulated Amount of the Securities on the date of purchase and plus accrued and unpaid interest (if any) on such amount to the date of purchase. Prior to the mailing of the notice to Holders of Securities commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI the Company covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall repurchase Securities pursuant to this Section 4.12. WCI The Company may not repurchase any subordinated obligations, including the Convertible Notes, until the Company has repurchased all Securities tendered pursuant to the Offer to Purchase Securities as a result of such Change of Control. However, if WCI the Company is unable to repay all of its Indebtedness indebtedness that would prohibit repurchase of the Securities or is unable to obtain the consents of the holders of Indebtednessindebtedness, if any, of the Company outstanding at the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail fails to purchase any Securities validly tendered, then WCI and the Company will have breached such covenant. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure by the Company to repurchase Securities at the conclusion of the Offer to Purchase will constitute an Event of Default without any waiting period or notice requirements.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount of the Securities on the date of purchase and purchase, plus accrued and unpaid interest (if any) on such amount to the date of purchase. Prior to the mailing of the notice to Holders of Securities commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI the Company covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall repurchase Securities pursuant to this Section 4.124.11. WCI The Company may not repurchase any Securities (or any other subordinated obligations, including the Deferred Interest Notes, the 1997 Senior Subordinated Notes, the Exchange Debentures and the Convertible Notes, ) pursuant to this Section 4.11 until the Company it has repurchased all Securities of the 1995 Senior Notes and the 1997 Senior Notes and has caused each of WEC and WEC II to repurchase all of the WEC Equipment Notes and WEC II Equipment Notes, respectively, tendered pursuant to the any Offer to Purchase Securities as a result of such Change of Control. However, if WCI the Company is unable to repay all of its Indebtedness that would prohibit repurchase of the Securities or is unable to obtain the consents of the holders of Indebtedness, if any, of the Company outstanding at the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail fails to purchase any Securities validly tendered, then WCI and the Company will have breached such covenantthis Section 4.11. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure by the Company to repurchase Securities at the conclusion of the Offer to Purchase will constitute an Event of Default without any waiting period or notice requirements.

Repurchase of Securities upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all the Securities then outstanding, at a purchase price equal to 101% of the principal amount of the Securities on the date of purchase and repurchase, plus accrued and unpaid interest (if any) on such amount to the date of purchase. The Company is not required to make an Offer to Purchase following a Change of Control if a third party makes an Offer to Purchase that would be in compliance with the provisions described in this Section if it were made by the Company and such third party purchases (for the consideration referred to in the immediately preceding sentence) the Securities validly tendered and not withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to holders in a daily newspaper of Securities general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, WCI the Company, covenants to (i) repay in full all indebtedness of WCI and the Company that would prohibit the repurchase of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness of WCI and the Company to permit the repurchase of the Securities. WCI The Company shall first comply with the covenant in the preceding sentence before the Company it shall be required to repurchase Securities pursuant to this Section 4.12covenant. WCI may Withholding Tax Redemption. The Securities are subject to redemption ("Withholding Tax Redemption") at any time (a "Withholding Tax Redemption Date"), as a whole but not repurchase any subordinated obligationsin part, at the election of the Company, at a redemption price equal to 100% of the unpaid principal amount thereof plus accrued and unpaid interest, if any, to and including the Convertible NotesWithholding Tax Redemption Date (the "Withholding Tax Redemption Price") if, until the Company has repurchased all Securities tendered pursuant to the Offer to Purchase Securities as a result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or interpretations relating to such Change laws, rules or regulations made by any legislative body, court or governmental or regulatory agency or authority (including the enactment of Controlany legislation and the publication of any judicial decision or regulatory determination) of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official interpretation, application or pronouncement by any legislative body, court or governmental or regulatory agency or authority that provides for a position with respect to such laws, rules or regulations that differs from the theretofore generally accepted position, which amendment or change is enacted, promulgated, issued or announced or which interpretation, application or pronouncement is issued or announced, in each case, after the Closing Date, the Company has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 10% on or from any payments under the Securities. However, if WCI is unable to repay all of its Indebtedness that would prohibit repurchase The election of the Company to redeem the Securities or is unable to obtain the consents shall be evidenced by a certificate (a "Withholding Tax Redemption Certificate") of a financial officer of the holders Company, which certificate shall be delivered to the Trustee. The Company shall, not less than 30 days nor more than 45 days prior to the Withholding Tax Redemption Date, notify the Trustee in writing of Indebtedness, if any, outstanding at such Withholding Tax Redemption Date and of all other information necessary to the time of a Change of Control whose consent would be so required to permit the repurchase of Securities of WCI or the Company or otherwise fail to purchase any Securities validly tendered, then WCI and the Company will have breached such covenant. This breach will constitute an Event of Default under this Indenture if it continues for a period of 30 consecutive days after written notice is given to WCI and the Company giving by the Trustee or of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the Holders of at least 25% in aggregate principal amount of the Securities outstanding. In addition, the failure information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be under no duty to repurchase Securities check the accuracy or completeness thereof Such notice shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments to the Trustee referred to therein at the conclusion of the Offer least two Business Days prior to Purchase will constitute an Event of Default without any waiting period or notice requirementssuch Withholding Tax Redemption Date.