Common use of Change of Control Put Clause in Contracts

Change of Control Put. (a) Upon a Change of Control, Holder shall have the right to require the Company to repurchase this Note at a purchase price in cash equal to the Actual Prepayment Value without any premium or penalty (the “Change of Control Purchase Price”), in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (b) of this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that Holder has the right to require the Company to purchase this Note at the Change of Control Purchase Price; (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 10 days nor later than 30 days from the date such notice is mailed); and (iv) the instructions, determined by the Company consistent with this Section, that ▇▇▇▇▇▇ must follow in order to have this Note purchased. (c) If Holder elects to have this Note purchased it shall be required to inform the Company and surrender this Note at the address specified in the notice at least three Business Days prior to the purchase date. Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchased. (d) On the purchase date, the Company shall pay the Change of Control Purchase Price to Holder. (e) Notwithstanding the foregoing provisions of this Section 3.3, the Company 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 paragraph (b) of this Section 3.3, applicable to a Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control Offer.

Change of Control Put. (a) Upon In the event that a Change of ControlControl shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase this Note is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day no earlier than 30 days nor later than 60 days after the date of the Company Notice at a purchase price in cash equal to 100% of the Actual Prepayment Value without any premium or penalty principal amount of the CODES to be repurchased (the “Change of Control Purchase Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note plus accrued and unpaid Interest (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (bincluding Contingent Interest) of this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase)but excluding, as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that Holder has the right to require the Company to purchase this Note at the Change of Control Purchase Price; (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 10 days nor later than 30 days from the date such notice is mailed)Repurchase Date; and (iv) the instructionsprovided, determined by the Company consistent with this Sectionhowever, that ▇▇▇▇▇▇ must follow in order to have this Note purchased. installments of Interest (cincluding Contingent Interest) If Holder elects to have this Note purchased it shall be required to inform the Company and surrender this Note at the address specified in the notice at least three Business Days on CODES whose Stated Maturity is prior to the purchase date. Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchased. (d) On the purchase date, the Company shall pay on the Change of Control Purchase Price Repurchase Date shall be payable to Holder. (e) Notwithstanding the foregoing Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to the terms and provisions of this Section 3.3, the Company 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 paragraph (b) of this Section 3.3, applicable to a Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control Offer2.1 hereof.

Change of Control Put. (a) Upon the occurrence of a "Change of Control" (as defined in the PCC 1998 Indenture) or in the event that any holder of PSC Notes or PCC Preferred Stock shall exercise the right to require PSC to repurchase all or any part of such holder's PSC Notes or PCC Preferred Stock, Holder as applicable, upon the occurrence of a "Change of Control" under, and as defined in any applicable PSC Indenture or the PCC Preferred Stock Designation, as applicable (unless all PSC Notes and/or PCC Preferred Stock tendered by holders thereof in consequence of such "Change of Control" are purchased by a Person(s) not an Affiliate of PSC in lieu of PSC repurchasing such tendered PSC Notes and/or PCC Preferred Stock) (each a "Put Change of Control"), each Lender shall, unless the Tranche D Term Loans shall have been accelerated in accordance with Article IX, have the right to require that the Company to repurchase this Note Borrower prepay such Lender's Tranche D Term Loans in full at a purchase prepayment price in cash equal to the Actual Prepayment Value without any premium or penalty greater of (i) 101% and (ii) the “then applicable Fixed Early Payment Amount, in either case, of the principal amount of the Tranche D Term Loans then outstanding (such amount, the "Change of Control Purchase Price”Put Amount"), plus accrued and unpaid interest, if any, to the date of prepayment and all other Obligations due to such Tranche D Term Loan Lenders under this Agreement and the other Loan Documents, in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (b) below. (b) At least ten (10) Business Days prior to the occurrence of this Section 3.3 but in any event within 60 days following any Put Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company Borrower shall mail a notice to Holder each Tranche D Term Loan Lender (the “Change of Control "Put Offer”) "), with a copy to the Agent, stating: (i) that a Put Change of Control has occurred will occur and that Holder such Tranche D Term Loan Lender has the right to require the Company Borrower to purchase this Note prepay such Lender's Tranche D Term Loans in full at a prepayment price equal to the Change of Control Purchase PricePut Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Tranche D Term Loan Lender hereunder); (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control; (iii) the repurchase prepayment date (which shall be no earlier than 10 days nor later than 30 days from the date of the occurrence of such notice is mailedPut Change of Control); and (iv) the instructions, reasonable instructions determined by the Company Borrower and Agent, consistent with this Sectionsection, that ▇▇▇▇▇▇ a Lender must follow in order to have this Note purchasedaccept the Put Offer, which must allow each Tranche D Term Loan Lender at least ten (10) Business Days after receipt of such Put Offer by each Tranche D Term Loan Lender to accept such Put Offer. (c) If Holder elects Lenders electing to have this Note purchased it shall their Tranche D Term Loans prepaid will be required to inform surrender their Tranche D Term Notes to the Company and surrender this Note Agent at the address specified in Section 13.03 on the notice at least three Business Days prior to the purchase prepayment date. Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchased. (d) On the purchase prepayment date, all Tranche D Term Notes evidencing any Tranche D Term Loans prepaid by the Company Borrower under this section shall be cancelled by the Borrower, and the Borrower shall pay the Change of Control Purchase Price Put Amount to Holderthe Agent, for the account of the Tranche D Term Loan Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled thereto. (e) For the purposes of this Section 1.21 (i) "PSC Notes" means a collective reference to the PCC 1997 Senior Notes, the PCC 1998 Senior Notes, the PSC 2001 Senior Notes, the PCC Exchange Notes, the PSC Subordinated Notes and the Golden Sky Exchange Notes; and (ii) "PSC Indentures" means a collective reference to the PCC 1997 Indenture, the PCC 1998 Indenture, the PSC 2001 Indenture, the PSC Subordinated Indenture, the PCC Exchange Indenture and the Golden Sky Exchange Indentures. Notwithstanding anything to the foregoing contrary contained in this Agreement, the provisions of this Section 3.3, the Company shall 1.21 may not be required to make a Change amended, modified or otherwise waived without the consent of Control Offer upon a Change of Control if a third party makes the Change of Control Offer Tranche D Term Loan Lenders holding in the manner, aggregate at the times and otherwise in compliance with the requirements set forth in paragraph least eighty percent (b80%) of this Section 3.3, applicable to a Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control Offeroutstanding Tranche D Term Loans.

Change of Control Put. (a) Upon the occurrence of a Change of Control, Holder each Lender shall have the right (i) to terminate its Term Loan Commitment and/or (ii) to require the Company Borrower to repurchase this Note at prepay all or any portion of such Lender’s Term Loans, together with a purchase price in cash prepayment premium thereon equal to 1.00% of the Actual Prepayment Value without any premium or penalty aggregate principal amount of such Term Loans prepaid (it being agreed that, upon the “occurrence of a Change of Control Purchase Price”Control, any prepayment by the Borrower of any Term Loans pursuant to Section 2.10 shall be subject to the foregoing prepayment premium), in accordance with the terms contemplated in . Upon termination of any Term Loan Commitments under this Section 3.32.22, the Borrower shall pay the accrued commitment fees, if any, thereon. In All prepayments under this Section 2.22 shall be accompanied by the event that at premium referred to above and accrued and unpaid interest on the time principal amount prepaid to but excluding the date of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia payment and shall be subject to the Company in an amount sufficient to make such repurchaseSection 2.15(c), then prior to the mailing of the notice to Holder provided for in paragraph . (b) of this Section 3.3 but in any event within 60 Within 30 days following any Change of Control, the Company shall, or Borrower shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia provide written notice to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder (the “Change of Control Offer”) Administrative Agent stating: (i) that a Change of Control has occurred and that Holder each Lender has the right to terminate its Term Loan Commitment and/or require the Company Borrower to purchase prepay all or any portion of such Lender’s Term Loans in accordance with this Note at Section 2.22 (such right being referred to as the “Change of Control Purchase PricePut”); (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase commitment termination and prepayment date (which shall be no earlier than 10 30 days nor later than 30 60 days from the date such notice is mailedgiven); and (iv) the instructions, determined by the Company consistent with this Section, instructions that ▇▇▇▇▇▇ a Lender must follow in order to terminate its Term Loan Commitment and/or have its Term Loans prepaid under this Note purchasedSection 2.22 (which shall be consistent with this Section 2.22 and shall be determined by the Borrower and reasonably satisfactory to the Administrative Agent (with the Borrower agreeing to consult with the Administrative Agent regarding such instructions reasonably in advance of the date such written notice is given)). Promptly upon receipt by the Administrative Agent of such written notice, the Administrative Agent shall make available a copy thereof to each Lender. (c) If Holder elects The Borrower shall prepay in accordance with Section 2.22(a) all Term Loans (together with all other amounts referred to in Section 2.22(a)) as to which the Change of Control Put shall have this Note purchased it shall be required to inform been exercised, on the Company and surrender this Note at the address prepayment date specified in the notice at least three Business Days prior referred to in Section 2.22(b). Any prepayment pursuant to this Section 2.22 of Term Loans of any Class (but not, for the purchase date. Holder avoidance of doubt, in excess of 100.0% of the aggregate principal amount of the Term Loans prepaid) shall be entitled applied to withdraw its election if reduce the Company receives not later than one Business Day prior subsequent Installments to be paid pursuant to Section 2.9 with respect to Borrowings of such Class on a pro rata basis (in accordance with the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchasedprincipal amounts of such Installments). (d) On the purchase date, the Company shall pay the Change of Control Purchase Price to Holder. (e) Notwithstanding the foregoing provisions of this Section 3.32.22, the Company Borrower shall not be required to provide the notice referred to in Section 2.22(b) or to make a Change of Control Offer upon any payment required under this Section 2.22 following a Change of Control if a third party makes provides, on behalf of the Change of Control Offer Borrower, such notice in the manner, at the times and otherwise in compliance with the requirements set forth in paragraph (b) of this Section 3.32.22 and prepays, applicable on behalf of the Borrower and in accordance with this Section 2.22, all Term Loans (together with all other amounts referred to a in Section 2.22(a)) as to which the Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control OfferPut shall have been exercised.

Change of Control Put. (a) Upon the occurrence of a Change of Control, Holder each Lender shall have the right (i) to terminate its Term Loan Commitment and/or (ii) to require the Company Borrower to repurchase this Note at prepay all or any portion of such Lender’s Term Loans, together with a purchase price in cash prepayment premium thereon equal to 1.00% of the Actual Prepayment Value without any premium or penalty (the “Change of Control Purchase Price”), in accordance with the terms contemplated in this Section 3.3. In the event that at the time aggregate principal amount of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph Term (b) of this Section 3.3 but in any event within 60 Within 30 days following any Change of Control, the Company shall, or Borrower shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia provide written notice to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder (the “Change of Control Offer”) Administrative Agent stating: (i) that a Change of Control has occurred and that Holder each Lender has the right to terminate its Term Loan Commitment and/or require the Company Borrower to purchase prepay all or any portion of such Lender’s Term Loans in accordance with this Note at Section 2.22 (such right being referred to as the “Change of Control Purchase PricePut”); (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase commitment termination and prepayment date (which shall be no earlier than 10 30 days nor later than 30 60 days from the date such notice is mailedgiven); and (iv) the instructions, determined by the Company consistent with this Section, instructions that ▇▇▇▇▇▇ a Lender must follow in order to terminate its Term Loan Commitment and/or have its Term Loans prepaid under this Note purchasedSection 2.22 (which shall be consistent with this Section 2.22 and shall be determined by the Borrower and reasonably satisfactory to the Administrative Agent (with the Borrower agreeing to consult with the Administrative Agent regarding such instructions reasonably in advance of the date such written notice is given)). Promptly upon receipt by the Administrative Agent of such written notice, the Administrative Agent shall make available a copy thereof to each Lender. (c) If Holder elects The Borrower shall prepay in accordance with Section 2.22(a) all Term Loans (together with all other amounts referred to in Section 2.22(a)) as to which the Change of Control Put shall have this Note purchased it shall be required to inform been exercised, on the Company and surrender this Note at the address prepayment date specified in the notice at least three Business Days prior referred to in Section 2.22(b). Any prepayment pursuant to this Section 2.22 of Term Loans of any Class (but not, for the purchase date. Holder avoidance of doubt, in excess of 100.0% of the aggregate principal amount of the Term Loans prepaid) shall be entitled applied to withdraw its election if reduce the Company receives not later than one Business Day prior subsequent Installments to be paid pursuant to Section 2.9 with respect to Borrowings of such Class on a pro rata basis (in accordance with the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchasedprincipal amounts of such Installments). (d) On the purchase date, the Company shall pay the Change of Control Purchase Price to Holder. (e) Notwithstanding the foregoing provisions of this Section 3.32.22, the Company Borrower shall not be required to provide the notice referred to in Section 2.22(b) or to make a Change of Control Offer upon any payment required under this Section 2.22 following a Change of Control if a third party makes provides, on behalf of the Change of Control Offer Borrower, such notice in the manner, at the times and otherwise in compliance with the requirements set forth in paragraph (b) of this Section 3.32.22 and prepays, applicable on behalf of the Borrower and in accordance with this Section 2.22, all Term Loans (together with all other amounts referred to a in Section 2.22(a)) as to which the Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control OfferPut shall have been exercised.

Change of Control Put. (a) Upon the occurrence of a Put Change of Control, Holder each Lender shall, unless the Loans shall have been accelerated in accordance with Section 9.02, have the right to require that the Company Borrower (i) prepay in full such Lender's Pro Rata Share of the Outstanding Amount of all Loans at such time and to repurchase Cash Collateralize such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time in an amount equal to up to 105% of the amount thereof and (ii) pay such Lender a put premium determined by multiplying such Lender's Commitment immediately prior to giving effect to the exercise of its rights under this Note at Section 2.13 by a purchase price in cash percentage equal to the Actual Prepayment Value without any premium or penalty percentage amount by which the greater of (i) 101% and (ii) the percentage then in effect under the Borrower Term Loan Agreement (as in effect as the Closing Date) for calculation of the Fixed Early Payment Amount exceeds par (the “aggregate amount of such prepayment and premium due with respect to any Lender, such Lender's "Change of Control Purchase Price”Put Amount"), plus accrued and unpaid interest, if any, to the date of prepayment, all other Obligations due to such Lender under this Agreement and the other Loan Documents and any incremental amount over and above such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations which is required by any L/C Issuer to Cash Collateralize such L/C Obligations, in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (b) below. The portion of any Lender's Change of Control Put Amount attributable to (and equal to) such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding the premium relating thereto, but including any incremental amount over and above such Outstanding Amount which is required by any L/C Issuer to Cash Collateralize such L/C Obligations) shall be retained by the applicable L/C Issuer(s) and applied to Cash Collateralize such Lender's Pro Rata Share of such L/C Obligations, whereupon such Lender automatically shall be released from all of its obligations to the Borrower, the Administrative Agent and/or such L/C Issuer in respect of Letters of Credit under this Section 3.3 but in Agreement. (b) At least ten (10) Business Days prior to the occurrence of any event within 60 days following any Put Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company Borrower shall mail a notice to Holder each Lender (the “Change of Control "Put Offer”) "), with a copy to the Administrative Agent, stating: (i) that a Put Change of Control has occurred will occur and that Holder such Lender has the right to require the Company Borrower to purchase this Note prepay such Lender's Loans in full at a prepayment price equal to the Change of Control Purchase PricePut Amount, plus accrued and unpaid interest, if any, to the date of prepayment, and showing the calculation of the prepayment price (exclusive of other Obligations due to such Lender hereunder); (ii) the circumstances and relevant facts regarding such Put Change of Control (including the information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Put Change of Control); (iii) the repurchase prepayment date (which shall be no earlier than 10 days nor later than 30 days from the date of the occurrence of such notice is mailedPut Change of Control); and (iv) the instructions, reasonable instructions determined by the Company Borrower and Administrative Agent, consistent with this Sectionsection, that ▇▇▇▇▇▇ a Lender must follow in order to have this Note purchasedaccept the Put Offer, which must allow each Lender at least ten (10) Business Days after receipt of such Put Offer by each Lender to accept such Put Offer. (c) If Holder elects Lenders electing to have this Note purchased it shall their Loans prepaid will be required to inform surrender their Notes to the Company and surrender this Note Administrative Agent at the address specified in Section 11.02 on the notice at least three Business Days prior to the purchase prepayment date. Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchased. (d) On the purchase prepayment date, all Notes evidencing any Loans prepaid by the Company Borrower under this Section 2.13 shall be cancelled by the Borrower, and the Borrower shall pay the Change of Control Purchase Price Put Amount to Holderthe Administrative Agent, for the account of the Lenders electing to receive such prepayment, plus accrued and unpaid interest, if any, and all other Obligations due to such Lenders under this Agreement and the other Loan Documents to the Lenders entitled thereto. (e) Notwithstanding the foregoing provisions of this Section 3.3, the Company 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 paragraph (b) of this Section 3.3, applicable to a Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control Offer.

Change of Control Put. (a) Upon the occurrence of a Change of Control, Holder each Lender shall have the right (i) to terminate its Term Loan Commitment and/or (ii) to require the Company Borrower to repurchase this Note at prepay all or any portion of such Lender’s Term Loans, together with a purchase price in cash prepayment premium thereon equal to 1.00% of the Actual Prepayment Value without any premium or penalty aggregate principal amount of such Term Loans prepaid (it being agreed that, upon the “occurrence of a Change of Control Purchase Price”Control, any prepayment by the Borrower of any Term Loans pursuant to Section 2.10 shall be subject to the foregoing prepayment premium), in accordance with the terms contemplated in . Upon termination of any Term Loan Commitments under this Section 3.32.22, the Borrower shall pay the accrued commitment fees, if any, thereon. In All prepayments [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] under this Section 2.22 shall be accompanied by the event that at premium referred to above and accrued and unpaid interest on the time principal amount prepaid to but excluding the date of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia payment and shall be subject to the Company in an amount sufficient to make such repurchaseSection 2.15(c), then prior to the mailing of the notice to Holder provided for in paragraph . (b) of this Section 3.3 but in any event within 60 Within 30 days following any Change of Control, the Company shall, or Borrower shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia provide written notice to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder (the “Change of Control Offer”) Administrative Agent stating: (i) that a Change of Control has occurred and that Holder each Lender has the right to terminate its Term Loan Commitment and/or require the Company Borrower to purchase prepay all or any portion of such Lender’s Term Loans in accordance with this Note at Section 2.22 (such right being referred to as the “Change of Control Purchase PricePut”); (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase commitment termination and prepayment date (which shall be no earlier than 10 30 days nor later than 30 60 days from the date such notice is mailedgiven); and (iv) the instructions, determined by the Company consistent with this Section, instructions that ▇▇▇▇▇▇ a Lender must follow in order to terminate its Term Loan Commitment and/or have its Term Loans prepaid under this Note purchasedSection 2.22 (which shall be consistent with this Section 2.22 and shall be determined by the Borrower and reasonably satisfactory to the Administrative Agent (with the Borrower agreeing to consult with the Administrative Agent regarding such instructions reasonably in advance of the date such written notice is given)). Promptly upon receipt by the Administrative Agent of such written notice, the Administrative Agent shall make available a copy thereof to each Lender. (c) If Holder elects The Borrower shall prepay in accordance with Section 2.22(a) all Term Loans (together with all other amounts referred to in Section 2.22(a)) as to which the Change of Control Put shall have this Note purchased it shall be required to inform been exercised, on the Company and surrender this Note at the address prepayment date specified in the notice at least three Business Days prior referred to in Section 2.22(b). Any prepayment pursuant to this Section 2.22 of Term Loans of any Class (but not, for the purchase date. Holder avoidance of doubt, in excess of 100.0% of the aggregate principal amount of the Term Loans prepaid) shall be entitled applied to withdraw its election if reduce the Company receives not later than one Business Day prior subsequent Installments to be paid pursuant to Section 2.9 with respect to Borrowings of such Class on a pro rata basis (in accordance with the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchasedprincipal amounts of such Installments). (d) On the purchase date, the Company shall pay the Change of Control Purchase Price to Holder. (e) Notwithstanding the foregoing provisions of this Section 3.32.22, the Company Borrower shall not be required to provide the notice referred to in Section 2.22(b) or to make a Change of Control Offer upon any payment required under this Section 2.22 following a Change of Control if a third party makes provides, on behalf of the Change of Control Offer Borrower, such notice in the manner, at the times and otherwise in compliance with the requirements set forth in paragraph (b) of this Section 3.32.22 and prepays, applicable on behalf of the Borrower and in accordance with this Section 2.22, all Term Loans (together with all other amounts referred to a in Section 2.22(a)) as to which the Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control OfferPut shall have been exercised.

Change of Control Put. (aSubject to the application of Sections 9(c) Upon and 9(h), upon the occurrence of a Change of Control, each Holder of outstanding shares of Series A Preferred Stock shall have either (i) on or before the right fifth (5th) Business Day prior to the Change of Control Effective Date, convert all or a portion of its shares of Series A Preferred Stock pursuant to Section 6(a); provided, that, if the Change of Control Effective Date occurs at any time prior to the fifth (5th) anniversary of the Original Issuance Date and a Holder elects to convert all or a portion of its shares of Series A Preferred Stock in accordance with this Section 9(a)(i), in addition to the number of shares of Common Stock issued upon conversion of such Series A Preferred Stock pursuant to Section 6(a), the Company shall issue each holder of the Series A Preferred Stock a number of shares of Common Stock equal to the Additional Make-Whole Shares, or (ii) require the Company to repurchase this Note purchase (a “Change of Control Put”) all of such Holder’s shares of Series A Preferred Stock that have not been so converted at a purchase price per share of Series A Preferred Stock, payable in cash cash, equal to the Actual Prepayment Value without product of (A) if the Change of Control Effective Date occurs at any premium time prior to the fifth (5th) anniversary of the Original Issuance Date, 105% and (B) if the Change of Control Effective Date occurs on or penalty after the fifth (5th) anniversary of the Original Issuance Date, 100%, multiplied by of the sum of (x) the Liquidation Preference of such share of Series A Preferred Stock, plus (y) the Accrued Dividends in respect of such share of Series A Preferred Stock , in each case as of the applicable Change of Control Purchase Date (the “Change of Control Purchase Put Price”), in accordance with the terms contemplated in this Section 3.3. In the event ; provided that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (b) of this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that Holder has the right to require the Company to purchase this Note at the Change of Control Purchase Price; (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 10 days nor later than 30 days from the date such notice is mailed); and (iv) the instructions, determined by the Company consistent with this Section, that ▇▇▇▇▇▇ must follow in order to have this Note purchased. (c) If Holder elects to have this Note purchased it shall only be required to inform the Company and surrender this Note at the address specified in the notice at least three Business Days prior to the purchase date. Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchased. (d) On the purchase date, the Company shall pay the Change of Control Purchase Put Price to Holder. (e) Notwithstanding the foregoing provisions extent such purchase can be made out of this funds legally available therefor in accordance with Section 3.39(g). For clarity, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes Holder does not convert all of its shares of Series A Preferred Stock as set forth in clause (i) above, then all shares of Series A Preferred Stock held by such Holder and not so converted shall no longer be convertible and shall automatically and without any action by the Holder be subject solely to the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in paragraph (b) of this Section 3.3, applicable to a Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control OfferPut.

Change of Control Put. (a) Upon a Change of Control, Holder Seller shall have the right to require the Company to repurchase this Note at a purchase price in cash equal to 100% of the Actual Prepayment Value outstanding principal amount thereof on the date of repurchase, plus accrued and unpaid interest to the date of repurchase but without any premium or penalty (the “"Change of Control Purchase Price”"), in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia TRW Auto to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder Seller provided for in paragraph (b) of this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia TRW Auto to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia TRW Auto to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder Seller (the “"Change of Control Offer”") stating: (i) that a Change of Control has occurred and that Holder Seller has the right to require the Company to purchase this Note at the Change of Control Purchase Price; (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 10 days nor later than 30 days from the date such notice is mailed); and (iv) the instructions, instructions determined by the Company consistent with this Section, that ▇▇▇▇▇▇ Seller must follow in order to have this Note purchased. (c) If Holder Seller elects to have this Note purchased it shall be required to inform the Company and surrender this Note at the address specified in the notice at least three Business Days prior to the purchase date. Holder Seller shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ Seller is withdrawing its election to have this Note purchased. (d) On the purchase date, the Company shall pay the Change of Control Purchase Price to HolderSeller. (e) Notwithstanding the foregoing provisions of this Section 3.3, the Company 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 paragraph (b) of this Section 3.3, applicable to a Change of Control Offer made by the Company and purchases this Note validly tendered and not withdrawn under such Change of Control Offer.

Change of Control Put. (a) Upon If a Change of ControlControl occurs, Holder shall have the right to require Securities not previously repurchased by the Company to repurchase this Note shall be repurchased by the Company, at the option of the Holder thereof, at a purchase repurchase price in cash equal to the Actual Prepayment Value without any premium or penalty principal amount of those Securities plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the change of control repurchase date (the “"CHANGE OF CONTROL REPURCHASE PRICE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 5.1(c). The change of control repurchase date is the 30th day after the date of a notice of Change of Control Purchase Price”), in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution delivered by Affinia to the Company in an amount sufficient to make such repurchase(the "CHANGE OF CONTROL REPURCHASE DATE"), then prior to the mailing of the notice to Holder provided for in paragraph (b) of this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 No later than 30 days following any after the occurrence of a Change of Control, the Company shall mail a written notice to Holder (of the “Change of Control Offer”) statingby first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Change of Control Repurchase Notice to be completed by the Holder and shall briefly state, as applicable: (i) that the events causing a Change of Control has occurred and that Holder has the right to require the Company to purchase this Note at the Change date of Control Purchase Price; (ii) the circumstances and relevant facts regarding such Change of Control; (ii) that the Holder has a right to require us to repurchase the Holder's Securities; (iii) the date by which the Change of Control Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the change of control repurchase date right; (which shall iv) the Change of Control Repurchase Date; (v) the Change of Control Repurchase Price; (vi) whether the Change of Control Repurchase Price will be no earlier than 10 days nor later than 30 days from paid in cash or shares of Applicable Stock, or a combination thereof and, in the case of a combination, the percentage of each; (vii) if the Company elects to pay the Change of Control Repurchase Price in shares of Applicable Stock or a combination of cash and shares of Applicable Stock, that the number of shares of Applicable Stock each Holder will receive will equal the portion of the Change of Control Repurchase Price to be paid in shares of Applicable Stock divided by 97.5% of the Market Price of one share of Applicable Stock; (viii) if the Company elects to pay the Change of Control Repurchase Price in shares of Applicable Stock or a combination of cash and shares of Applicable Stock, the method of calculating the Market Price of the shares of Applicable Stock; (ix) state that because the Market Price of one share of Applicable Stock will be determined prior to the Change of Control Repurchase Date, Holders of the Securities will bear the market risk that the shares of Applicable Stock to be received will decline in value between the date such Market Price is determined and the Change of Control Repurchase Date; (x) the name and address of the Paying Agent and the Conversion Agent; (xi) the Conversion Rate and any adjustments thereto; (xii) that the Securities as to which a Change of Control Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article XII only if the Change of Control Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xiii) that the Securities must be surrendered to the Paying Agent to collect payment; (xiv) that the Change of Control Repurchase Price for any Security as to which a Change of Control Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change of Control Repurchase Date and the time of surrender of such Security as described in 5.1(b)(xii); (xv) the procedures the Holder must follow to exercise its put right under this Section 5.1; (xvi) the conversion rights, if any, of the Securities; (xvii) the procedures for withdrawing a Change of Control Repurchase Notice; (xviii) that, unless the Company defaults in making payment of such Change of Control Repurchase Price, interest and Additional Amounts, if any, on Securities surrendered for repurchase by the Company will cease to accrue on and after the Change of Control Repurchase Date; and (xix) the CUSIP number(s) of the Securities. At the Company's request, the Trustee shall give the notice is mailedof change of control in the Company's name and at the Company's expense; PROVIDED, HOWEVER, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of change of control must be given to the Holders in accordance with this Section 5.1(b); PROVIDED, FURTHER, that the text of the notice of change of control shall be prepared by the Company. (c) A Holder may exercise its right specified in Section 5.1(a) upon delivery of a written notice of repurchase (a "CHANGE OF CONTROL REPURCHASE NOTICE") to the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Change of Control Repurchase Date, stating: (i) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate depositary procedures if Certificated Securities have not been issued; (ii) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; (iii) that such Security shall be repurchased as of the Change of Control Repurchase Date pursuant to the terms and conditions specified in Section 6 of the Securities and in this Indenture; and (iv) in the instructions, determined by event the Company consistent with this Sectionelects, that ▇▇▇▇▇▇ must follow in order pursuant to have this Note purchased. (c) If Holder elects Section 5.2(b), to have this Note purchased it shall be required to inform the Company and surrender this Note at the address specified in the notice at least three Business Days prior to the purchase date. Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchased. (d) On the purchase date, the Company shall pay the Change of Control Purchase Repurchase Price, in whole or in part, in shares of Applicable Stock but such portion of the Change of Control Repurchase Price shall ultimately be paid to such Holder entirely in cash because any of the conditions to payment of the Change of Control Repurchase Price in shares of Applicable Stock is not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Change of Control Repurchase Date, as set forth in Section 5.2(b), whether such Holder elects to (A) withdraw such Change of Control Repurchase Notice as to some or all of the Securities to which such Change of Control Repurchase Notice relates (stating the principal amount and certificate numbers, if any, of the Securities as to which such withdrawal shall relate), or (B) receive cash in respect of the entire Change of Control Repurchase Price for all Securities (or portions thereof) to which such Change of Control Repurchase Notice relates. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Change of Control Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change of Control Repurchase Price therefor; PROVIDED, HOWEVER, that such Change of Control Repurchase Price shall be so paid pursuant to this Section 5.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change of Control Repurchase Notice. If a Holder. (e) Notwithstanding , in such Holder's Change of Control Repurchase Notice and in any written notice of withdrawal delivered by such Holder pursuant to the foregoing terms of Section 5.3, fails to indicate such Holder's choice with respect to the election set forth in Section 5.1(c)(iv), such Holder shall be deemed to have elected to receive cash in respect of the entire Change of Control Repurchase Price for all Securities subject to such Change of Control Repurchase Notice in the circumstances set forth in such Section 5.1(c)(iv). The Company shall repurchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Security, so long as the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.3, 5.1 shall be consummated by the Company shall not delivery of the consideration to be required to make a Change received by the Holder promptly following the later of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in Repurchase Date and the mannertime of delivery of the Security. Notwithstanding anything contained herein to the contrary, at any Holder delivering to the times and otherwise in compliance with Paying Agent the requirements set forth in paragraph (b) of this Section 3.3, applicable to a Change of Control Offer made Repurchase Notice contemplated by this Section 5.1(c) shall have the Company and purchases this Note validly tendered and not withdrawn under right to withdraw such Change of Control OfferRepurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Change of Control Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 5.3. The Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control Repurchase Notice or written notice of withdrawal thereof.