Common use of CHANGE IN CONTROL OFFER Clause in Contracts

CHANGE IN CONTROL OFFER. (a) The Notes may not be accelerated pursuant to Section 402 hereof following an Event of Default arising from a Change in Control Triggering Event and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Event, (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes may not be accelerated pursuant to Section 402 hereof following an Event of Default arising from a Change in Control Triggering Event and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Event, (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes may not be accelerated pursuant to Section 402 hereof following an Event of Default arising from a Change in Control Triggering Event and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Event, (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx Jxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes may not be accelerated pursuant to Section 402 502 hereof following an Event of Default arising from a Change in Control Triggering Event and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404504. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Event, (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail deliver a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News WireWire or Cision Canada) or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “"Change in Control Offer”") all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “"Change in Control Purchase Price”") on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “"Change in Control Purchase Date”"), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) Wire Ltd. service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Canada NewsWire Ltd. (Canada News Wire) service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes may not be accelerated pursuant to Section 402 hereof following an Event of Default arising from a Change in Control Triggering Event and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Event, (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail deliver a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News WireWire or Cision Canada) or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes may not be accelerated pursuant to Section 402 hereof following an Event of Default arising from To the extent a Change in Control Triggering Event and such Event of Default occurs, the Borrower shall be cured if the Company complies in all material respects with the provisions of this Section 404. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Event, (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall promptly make an offer to purchase prepay the Loans (a “Change in Control Offer”). Such repayment of the Loans shall be accompanied by accrued and unpaid interest on the amount repaid and any Prepayment Premium, if applicable. No later than 30 days following any Change in Control, except to the extent the Borrower has elected to prepay the Loans in full accordance with Section 2.06(a), the Borrower will send a notice (the “Change in Control OfferNotice”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof Change in Control to the Administrative Agent, which the Administrative Agent shall promptly deliver to each Lender. The Change in Control Notice shall (i) state that a Change in Control has occurred, and that the Borrower is offering to repay such Lender’s Loans with any Prepayment Premium, plus any accrued and unpaid interest thereon to the repayment date; (ii) state the relevant circumstances and facts, in reasonable detail, regarding such Change in Control Purchase Date Control, including basic identifying information of any direct owners of Equity Interests of Holdings (as hereinafter definedother than the Permitted Holders) following such Change in Control; (iii) state the repayment date (which shall be no later than 60 days and no earlier than 15 days from the date on which the Administrative Agent is notified) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Payment Date”); (iv) state that unless the Borrower defaults in making the payment, (ii) the Trustee shall mail a copy of all Loans accepted for payment pursuant to the Change in Control Offer will cease to each Holder and (iii) the Company shall cause a notice of accrue interest on the Change in Control Offer Payment Date; (v) state that Lenders electing to be sent at least once have any Loans repaid pursuant to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from will be required to notify the Company. The Trustee may conclusively assume, in Administrative Agent prior to the absence close of receipt of a business on the third Business Day preceding the Change in Control Offer from Payment Date; (vi) state that Lenders will be entitled to withdraw their election to require the CompanyBorrower to repay such Loans; provided that the Administrative Agent receives, that no not later than two Business Days before the Change in Control Triggering Event has occurredPayment Date, an e-mail or other written notification setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; and (vii) provide the other instructions determined by the Borrower or as reasonably requested by the Required Lenders, consistent with this clause (f), that a Lender must follow in order to have its Loans repaid. The Change notice, if delivered in Control Offer a manner herein provided, shall include be conclusively presumed to have been given, whether or not the Lender receives such notice. If (1) the notice is delivered in a form manner herein provided and (2) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of Change in Control Purchase Notice the proceedings for the repayment of the Loans as to be completed by the Holder and shall state:all other Lenders that properly received such notice without defect.

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “"Change in Control Offer”") all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “"Change in Control Purchase Price”") on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “"Change in Control Purchase Date”"), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx Jones News Service or similar business news service in the United Unxxxx States and CNW Group Canada NewsWire Ltd. (Canada News Wire) service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx Jxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) Wire Limited or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx Jxxxx News Service or similar business news service in the United States and CNW Group Canada NewsWire Ltd. (Canada News Wire) service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “"Change in Control Offer”") all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “"Change in Control Purchase Price”") on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “"Change in Control Purchase Date”"), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx Jones News Service or similar business news service in the United Unxxxx States and CNW Group Ltd. (Canada News Wire) Wire Ltd. service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “"Change in Control Offer”") all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “"Change in Control Purchase Price”") on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “"Change in Control Purchase Date”"), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Canada NewsWire Ltd. (Canada News Wire) service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) Wire Ltd. service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:: 57

CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Eventunder Section 501(k), (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered the Securities at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) Wire Ltd. service or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state: