Common use of Additional Covenant Clause in Contracts

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any either series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇H▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any either series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notesoccurs, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such the Notes on the date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such the Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (1) Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 or 1.3A of this Sixth Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI Eleven of the Base Indenture, the Company shall make an offer (each, a the “Change of Control Offer”) to each Holder of the applicable series holder of the Notes to repurchase any and all of such ▇▇▇▇▇▇holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered mailed to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such the Notes on the date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Officers’ Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant Company hereby further covenants and agrees that the amount of the Series E Preferred Stock and Series E-1 Preferred Stock remaining after the redemptions as contemplated in Section 1(a) of the 2021 Limited Consent, Waiver and Amendment Agreement, shall apply with respect be converted to secured debt to the Notes so long as extent that all or any portion of the Notes remain Outstanding: PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed pay to the Purchaser in cash any and all accrued and unpaid dividends in respect of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such series of the Notes in fullDebt Conversion, as set forth in Section 1.3 of this Supplemental Indenture or (b) the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of such a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness in respect of all or any portion of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇▇’s Notes ▇ Federal Bank, as lender, to certain Subsidiary Guarantors as indicated in Schedule 8.1 to the Purchase Agreement, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of such series at a repurchase price any application for loan forgiveness in cash equal respect of all or any portion of the PPP Loans. The Company represents and warrants to 101% Purchaser that as of the 2021 Amendment Effective Date, (i) the aggregate principal amount of the Notes to be repurchased PPP Loans outstanding is $19,395,051, and (ii) no portion of any of the PPP Loans has yet been forgiven as of such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up todate, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all of the Notes or portions of the Notes each of the applicable series properly tendered pursuant Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment SBA in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply accordance with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue provisions of any such conflictthe CARES Act.” Staffing 360 Solutions, Inc. February 5, 2021

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 or 1.4 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.41.5, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 1.5 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notesoccurs, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a the “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the such Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple multiples of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such the Notes on the date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all of the Notes or portions of the Notes of the applicable series properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects 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 Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of any such conflict.