Common use of Offer to Repurchase Upon Change of Control Triggering Event Clause in Contracts

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in principal amount in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent with respect to a series of Notes, unless the Company will be obligated has exercised its right to make an offer to purchase (a “Change redeem the Notes of Control Offer”) and the applicable series as described in Section 2.06(a), each Holder of the Notes will of such series shall have the right to require the Company to purchase all or any part a portion (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes on the terms of such series as set forth in this Indenture. In Section 2.08 (the “Change of Control Offer”), the Company will offer at a Change of Control payment in cash purchase price equal to 101% of the aggregate principal amount of Notes purchased thereof, plus accrued and unpaid interest on the Notes purchased interest, if any, to but excluding the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date purchase (the “Change of Control Payment”). Notwithstanding the foregoing, installments of interest on the Notes of a series that are due and payable on interest payment dates falling on or prior to the Change of Control Payment Date (as defined below) will be payable on the applicable Interest Payment Date to the registered Holders as of the close of business on the relevant record date. Within 30 days following the date upon which the a Change of Control Triggering Event occurredwith respect to a series of Notes occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringControl, the Company will mail, by first class mail, shall be required to deliver a written notice to each Holder of NotesNotes of the applicable series at its registered address, with a copy to the Trustee, describing which written notice will govern the transaction or transactions that constitute terms of the Change of Control and offering to repurchase Notes on Offer. Such written notice will state, among other things, the Change of Control payment purchase date, which shall be no earlier than 30 days nor later than 60 days from the date specified in the such written notice is delivered, other than as may be required by law (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The written notice, if mailed delivered prior to the date of consummation of the Change of Control, will shall state that the Change of Control Offer is conditioned on the consummation of the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes of the applicable series electing to have such Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes of the applicable series, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the written notice, or transfer the Holder’s Notes of the applicable series to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes of a series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes of such series properly tendered and not withdrawn under its offer. The Company shall comply with the requirements, to the extent applicable, of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of 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 the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent (as defined below) occurs, unless the Issuer shall have exercised its right to redeem the Notes as described above, the Company will Issuer shall be obligated required to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer at a Change of Control payment purchase price in cash equal to 101% of the aggregate principal amount of Notes purchased thereof, plus accrued and unpaid interest on the Notes purchased interest, if any, to the date of purchase, purchase (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date (Date); provided that after giving effect to the “Change purchase, any Notes that remain outstanding shall have a denomination of Control Payment”)$2,000 and integral multiples of $1,000 above that amount. Within 30 days following the date upon which the Change of Control Triggering Event occurredhas occurred or, or at the CompanyIssuer’s option, prior to any Change of Control (as defined below), but after the public announcement of the pending transaction that constitutes or may constitute the Change of Control, except to the extent that the Issuer shall have exercised its right to redeem the Notes pursuant to Section 8 hereof, the Issuer shall mail a notice (a “Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first class mail, a notice Offer”) to each Holder of Notes, with a copy to the Trustee, Trustee describing the transaction or transactions that constitute the or may constitute a Change of Control Triggering Event and offering to repurchase purchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed, mailed (other than as may be required by law) (such date, pursuant to the procedures required by this Indenture and described in such notice“Change of Control Payment Date”). The noticenotice will, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date., the Issuer shall, to the extent lawful: • accept for payment all Notes or portions of the Notes properly tendered pursuant to the applicable Change of Control Offer; • deposit with the paying agent an amount equal to the change of control payment in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer; and • deliver or cause to be delivered to the trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Trustee shall promptly mail, or cause the paying agent to promptly mail, to each Holder of Notes so tendered the payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Notes, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations by virtue thereof. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Repurchase Exercise Notice Upon a Change of Control” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Issuer shall not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event. If Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on an Interest Record Date to receive interest on the relevant Interest Payment Date). For purposes of the Change of Control Offer provisions of the Notes, the following definitions are applicable:

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company will be obligated has exercised its right to make an offer to purchase (a “Change of Control Offer”) and redeem the Notes as described in Section 2.5(a), each Holder of the Notes will shall have the right to require the Company to purchase repurchase all or any part a portion (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes on the terms as set forth in this Indenture. In Section 2.6 (the “Change of Control Offer”), the Company will offer at a Change of Control payment in cash purchase price equal to 101% of the aggregate principal amount of Notes purchased thereof, plus accrued and unpaid interest on the Notes purchased interest, if any, to the date of purchaserepurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”)Date. Within 30 days following the date upon which the a Change of Control Triggering Event occurredoccurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringControl, the Company will mailshall send, by first first-class mail, a notice to each Holder of NotesNotes at its registered address, with a copy to the Trustee, describing which notice will govern the transaction or transactions that constitute terms of the Change of Control and offering to Offer. Such notice will state, among other things, the repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)date, which date will shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed, other than as may be required by law, pursuant to law (the procedures required by this Indenture and described in such notice“Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will shall state that the Change of Control Offer is conditioned on the consummation of the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of 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 the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company will be obligated has exercised its right to make an offer to purchase (a “Change of Control Offer”) and redeem the Notes as described in Section 2.5, each Holder of the Notes will shall have the right to require the Company to purchase repurchase all or any part a portion (equal to $2,000 in principal amount €100,000 or an integral multiple of $1,000 €100,000 in excess thereof) of that such Holder’s Notes on the terms as set forth in this Indenture. In Section 2.6 (the “Change of Control Offer”), the Company will offer at a Change of Control payment in cash purchase price equal to 101% of the aggregate principal amount of Notes purchased thereof, plus accrued and unpaid interest on the Notes purchased interest, if any, to the date of purchaserepurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Floating Rate Interest Payment Date (the “Change of Control Payment”)Date. Within 30 days following the date upon which the a Change of Control Triggering Event occurredoccurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringControl, the Company will mailshall send, by first first-class mail, a notice to each Holder of NotesNotes at its registered address, with a copy to the Trustee, describing which notice will govern the transaction or transactions that constitute terms of the Change of Control and offering to Offer. Such notice will state, among other things, the repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)date, which date will shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed, other than as may be required by law, pursuant to law (the procedures required by this Indenture and described in such notice“Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will shall state that the Change of Control Offer is conditioned on the consummation of the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or to transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of 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 the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent occurs, the Company will shall be obligated required to make an offer to purchase (a “Change of Control Offer”) and to each Holder of Notes will have the right to require the Company to purchase repurchase all or any part (equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will shall offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”) equal to 101% of the principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (a “Change of Control Payment Date”). Within 30 days following the date upon which the any Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringEvent, the Company will mail, by first class mail, shall send (or provide in accordance with the applicable procedures of DTC) a notice to each Holder stating: (i) that the Change of Notes, with a copy Control Offer is being made pursuant to the Trustee, this Section 4.14 (and describing the transaction or transactions that constitute the Change of Control Triggering Event) and offering to repurchase that all Notes on tendered shall be accepted for payment; (ii) the Change of Control payment date specified in purchase price and the notice (the “Change of Control Payment Date”), which date will shall be no earlier than 30 ten days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant sent; (iii) that any Note not tendered shall continue to the procedures required by this Indenture and described in such notice. The noticeaccrue interest, if mailed prior to any; (iv) that, unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, will state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior shall cease to accrue interest, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent occurs, unless the Issuer has exercised its right to redeem the Debt Securities, the Company will Issuer shall be obligated required to make an offer to purchase repurchase all, or, at the option of a Holder, any part (a equal to $1,000 or an integral multiple thereof), of each Holder’s Debt Securities pursuant to the offer described below (the “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes ), on the terms set forth in this Indenturethe Debt Securities. In the Change of Control Offer, the Company will Issuer shall offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased the relevant series of Debt Securities repurchased plus accrued and unpaid interest interest, if any, on the Notes purchased such Debt Securities repurchased, to the date of purchase, subject referred to as the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). The Issuer shall provide the Trustee with written notification upon the occurrence of any Change of Control Triggering Event. Within 30 days following the date upon which the any Change of Control Triggering Event occurredor, or at the Company’s optionoption of the Issuer, prior to any Change of Control Control, but after the public announcement of the pending transaction that constitutes or may constitute the Change of Control and conditional upon a Change of Control Triggering Event occurringControl, the Company will mail, by first class mail, a Issuer shall give written notice to each Holder of Notesthe Holders, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes the Debt Securities on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than referred to as required by lawthe “Change of Control Payment Date”, pursuant to the procedures required by this Indenture the Debt Securities and described in such notice. The noticenotice shall, if mailed given prior to the date of consummation of the Change change of Controlcontrol, will state that the Change of Control Offer offer to purchase is conditioned on the consummation change of the Change of Control control triggering event occurring on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Issuer shall be required, to the extent lawful, to:

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in principal amount in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest interest, if any, on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control and upon a Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent occurs, unless a third party makes a Change of Control Offer as described below or the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07, the Company Issuer will be obligated to make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer at a Change of Control payment price in cash equal to 101% of the aggregate principal amount of Notes purchased thereof plus accrued and unpaid interest on the Notes purchased interest, if any, to but excluding the date of purchase, subject to repurchase; provided that if the rights of Holders of Notes repurchase date is on or after the relevant record date to and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive the interest due on the relevant Interest Payment Date (the “Change of Control Payment”)repurchase date. Within 30 days following the date upon which the any Change of Control Triggering Event occurredEvent, the Issuer will deliver or at the Company’s option, prior cause to any be delivered a notice of such Change of Control but after Offer electronically in accordance with the public announcement applicable procedures of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, DTC or by first first-class mail, a notice to each Holder of Notes, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the Note Register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes for the specified purchase price on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by lawdelivered, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to except in the date case of consummation of the Change of Control, will state that the a conditional Change of Control Offer is conditioned on the consummation made in advance of the a Change of Control on or prior to the Change of Control Payment DateTriggering Event as described below.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest on the Notes purchased to the date of purchase, subject sub- ject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company will be obligated has exercised its right to make an offer redeem the Notes pursuant to purchase (a “Change Section 1.04 of Control Offer”) and this Third Supplemental Indenture, each Holder of Notes will shall have the right to require the Company to purchase repurchase all or any part (equal to $2,000 in principal amount or an and integral multiple multiples of $1,000 in excess thereof) of that such Holder’s Notes on pursuant to the terms set forth in this Indenture. In offer described below (the “Change of Control Offer, the Company will Offer ”) at an offer a Change of Control payment price in cash equal to 101% of the aggregate principal amount of Notes purchased thereof plus accrued and unpaid interest on the Notes purchased interest, if any, to the date of purchasepurchase (the “Change of Control Payment ”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”)interest payment date. Within 30 days following the date upon which the any Change of Control Triggering Event occurredoccurs, or at the Company’s option, prior to any Change of Control Triggering Event but after subject to the public announcement occurrence of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringEvent, the Company will mail, by first class mail, shall mail a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by lawmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this the Indenture and described in such notice. The notice, if mailed prior to the date of consummation occurrence of the Change of ControlControl Triggering Event, will shall state that the Change of Control Offer is conditioned on the consummation occurrence of the a Change of Control Triggering Event on or prior to the Change of Control Payment Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in principal amount in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest interest, if any, on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent occurs, each Holder will have the right to require the Company will be obligated to make an offer to purchase repurchase all or any part (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount US$200,000 or an integral multiple of $US$1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indentureherein. In the Change of Control Offer, the Company will offer a Change of Control payment purchase price in cash equal to 101% of the aggregate principal amount of the Notes purchased (the “Change of Control Payment”) repurchased plus accrued and unpaid interest interest, if any, on the Notes purchased repurchased to (but not including) the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”)Date. Within 30 ten days following the date upon which the any Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringEvent, the Company will mail, by first class mail, mail a notice to each Holder of Notes, with a copy to the TrusteeHolder, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Triggering Event payment date specified in the notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of If a Change of Control Triggering EventEvent occurs, unless a third party makes a Change of Control Offer as described below or the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.02, the Company will be obligated to make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer at a Change of Control payment price in cash equal to 101% of the aggregate principal amount of Notes purchased thereof plus accrued and unpaid interest on the Notes purchased interest, if any, to but excluding the date of purchase, subject to repurchase; provided that if the rights of Holders of Notes repurchase date is on or after the relevant record date to and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive the interest due on the relevant Interest Payment Date (the “Change of Control Payment”)repurchase date. Within 30 days following the date upon which the any Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringEvent, the Company will mail, deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first first-class mail, a notice to each Holder of Notes, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes for the specified purchase price on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by lawdelivered, pursuant to the procedures required by this the Indenture and described in such notice. The notice, if mailed prior to except in the date case of consummation of the Change of Control, will state that the a conditional Change of Control Offer is conditioned on the consummation made in advance of the a Change of Control on or prior to the Change of Control Payment DateTriggering Event as described below.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company will be obligated has exercised its right to make an offer redeem the Notes pursuant to purchase (a “Change Section 1.04 of Control Offer”) and this First Supplemental Indenture, each Holder of Notes will shall have the right to require the Company to purchase repurchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes on pursuant to the terms set forth in this Indenture. In offer described below (the “Change of Control Offer, the Company will Offer ”) at an offer a Change of Control payment price in cash equal to 101% of the aggregate principal amount of Notes purchased thereof plus accrued and unpaid interest on the Notes purchased interest, if any, to the date of purchasepurchase (the “Change of Control Payment ”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”)interest payment date. Within 30 days following the date upon which the any Change of Control Triggering Event occurredoccurs, or at the Company’s option, prior to any Change of Control Triggering Event but after subject to the public announcement occurrence of the pending Change of Control and conditional upon a Change of Control Triggering Event occurringEvent, the Company will mail, by first class mail, shall mail a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the “Change of Control Payment Date”)such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as required by lawmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this the Indenture and described in such notice. The notice, if mailed prior to the date of consummation occurrence of the Change of ControlControl Triggering Event, will shall state that the Change of Control Offer is conditioned on the consummation occurrence of the a Change of Control Triggering Event on or prior to the Change of Control Payment Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event.