Common use of Repurchase at the Option of Holders Upon a Change of Control Clause in Contracts

Repurchase at the Option of Holders Upon a Change of Control. If a Change of Control Triggering Event occurs, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Xxxxxx’s Notes pursuant to an offer on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of notes on the relevant Regular Record Date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Company will mail a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions and identifying the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase Notes on the 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, pursuant to the procedures required by this Indenture and described in such notice. If mailed in a manner herein provided, the notice shall be conclusively presumed to have been given, whether or not a Holder receives such notice. In any case, failure to give notice or any defect in such notice to any Holder shall not affect the validity of the proceedings for the repurchase of any other Note. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those 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 securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance. On the Change of Control Payment Date, the Company will, to the extent lawful:

Repurchase at the Option of Holders Upon a Change of Control. If a Change of Control Triggering Event occurs, each Holder of the Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an in any integral multiple of U.S. $1,000 in excess thereof1,000) of that XxxxxxHolder’s Notes pursuant to an offer (the Change of Control Offer) made by the Company on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Company will offer to purchase such Holder’s Notes at a payment purchase price in cash (the “Change of Control Payment) equal to 101100% of the aggregate principal amount of such Notes to be repurchased plus accrued and unpaid interest and Additional InterestAmounts, if any, on the such Notes to be repurchased to the date of purchase, subject to the rights of Holders of notes such Notes on the relevant Regular Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment DateDate (the Change of Control Payment). Within 30 days following any a Change of Control Triggering EventControl, the Company will mail a notice to each Holder (with a copy to the Trustee) holder describing the transaction or transactions and identifying the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the applicable Notes on the a 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 mailedmailed (the Change of Control Payment Date), pursuant to the procedures required by this Indenture and described in such notice. If mailed in a manner herein provided, the notice shall be conclusively presumed to have been given, whether or not a Holder receives such notice. In any case, failure to give notice or any defect in such notice to any Holder shall not affect the validity of the proceedings for the repurchase of any other Note. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those 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 securities laws or regulations to be issued in the future conflict with the Change of Control provisions of this Indenture, the Company will comply make the Change of Control Offer in accordance with the applicable provisions of the securities laws and regulations (and the terms set forth herein that do not conflict with such provisions) and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance. On the Change of Control Payment Date, the Company will, to the extent lawful:

Repurchase at the Option of Holders Upon a Change of Control. If a Change of Control Triggering Event occurs, each Holder of the Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an in any integral multiple of U.S. $1,000 in excess thereof1,000.00) of that XxxxxxHolder’s Notes pursuant to an offer (the Change of Control Offer) made by the Company on the terms set forth in this Indenture (the “Change of Control Offer”)Indenture. In the Change of Control Offer, the Company will offer to purchase such Holder’s Notes at a payment purchase price in cash (the “Change of Control Payment) equal to 101100% of the aggregate principal amount of such Notes to be repurchased plus accrued and unpaid interest and Additional InterestAmounts, if any, on the such Notes to be repurchased to the date of purchase, subject to the rights of Holders of notes such Notes on the relevant Regular Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Dateinterest payment date (the Change of Control Payment). Within 30 days following any a Change of Control Triggering EventControl, the Company will mail a notice to each Holder (with a copy to the Trustee) holder describing the transaction or transactions and identifying the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase the applicable Notes on the a 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 mailedmailed (the Change of Control Payment Date), pursuant to the procedures required by this Indenture and described in such notice. If mailed in a manner herein provided, the notice shall be conclusively presumed to have been given, whether or not a Holder receives such notice. In any case, failure to give notice or any defect in such notice to any Holder shall not affect the validity of the proceedings for the repurchase of any other Note. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those 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 securities laws or regulations to be issued in the future conflict with the Change of Control provisions of this Indenture, the Company will comply make the Change of Control Offer in accordance with the applicable provisions of the securities laws and regulations (and the terms set forth herein that do not conflict with such provisions) and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance. On the Change of Control Payment Date, the Company will, to the extent lawful:

Repurchase at the Option of Holders Upon a Change of Control. If a Change of Control Triggering Event occurs, each Holder will of Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Xxxxxx’s Holder's Notes pursuant to an offer on the terms set forth in this Indenture (the “a "Change of Control Offer”). ." In the Change of Control Offer, the Company will Issuers shall offer a payment in cash (the “"Change of Control Payment) " in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interestthereon, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of notes on the relevant Regular Record Date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date. Within 30 ten days following any Change of Control Triggering EventControl, the Company will Issuers shall mail a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions and identifying the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase Notes on stating: the date specified in purchase price and the notice (the “Change of Control Payment Date”)purchase date, which date will be no earlier than shall not exceed 30 days and no later than 60 days Business Days from the date such notice is mailedmailed (the "Change of Control Payment Date"); that any Note not tendered shall continue to accrue interest; that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the procedures Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required by this Indenture and described 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 such notice. If mailed in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 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 manner herein providedtelegram, telex, facsimile transmission or letter setting forth the name of the Holder, the notice principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and that Holders whose Notes are being purchased only in part shall be conclusively presumed issued new Notes equal in principal amount to have been given, whether or not a Holder receives such notice. In any case, failure to give notice or any defect in such notice to any Holder shall not affect the validity unpurchased portion of the proceedings for the repurchase of any other NoteNotes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.16, the Company will comply Issuers' compliance with the applicable securities such laws and regulations shall not in and will not be deemed to have breached its of itself cause a breach of their obligations under the Change of Control provisions of this Indenture by virtue of such complianceSection 4.16. On the Change of Control Payment Date, the Company willIssuers shall, to the extent lawful:: accept for payment all Notes or portions thereof properly tendered pursuant to the 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 thereof so tendered; and deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent shall promptly pay to each Holder of Notes so tendered the Change of Control 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; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Notwithstanding any other provision of this Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.