Common use of Repurchase of Notes upon a Change of Control Clause in Contracts

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the principal amount plus accrued and unpaid interest to the date of purchase redemption (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Company Issuer has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Issuer will make an Offer offer (a “Change of Control Offer”) to Purchase purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right “change of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). control payment”) or (bii) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept an Offer to Purchase validly tender and the Company (or a do not withdraw such Notes in such tender offer and any third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes held validly tendered and not withdrawn by such Holdersholders. (b) If Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Issuer, or any third party making a Change of Control Offer, in lieu of the Issuer as described above, elects to purchase all of the notes properly tendered by such noteholders, the Company Issuer or such third party will have the right, right upon not less than 30 nor more than 60 days’ prior notice, notice given not more than 30 60 days following the purchase such tendering of notes pursuant to the Change of Control Offer (and not less than 10 days prior to Purchase described abovethe date fixed for such redemption pursuant to the Change of Control Offer), to redeem on the date of redemption pursuant to the Change of Control Offer, any and all of the Notes notes that would remain outstanding following such purchase Change of Control Offer, at a redemption price in cash equal to 101% the change of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Company has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right “change of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). control payment”) or (bii) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept an Offer to Purchase validly tender and the Company (or a do not withdraw such Notes in such tender offer and any third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes held validly tendered and not withdrawn by such Holdersholders. (b) If Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Company, or any third party making an Offer to Purchase in lieu of the Company as described above, elects to purchase all of the notes properly tendered by such noteholders, the Company or such third party will have the right, right upon not less than 30 nor more than 60 days’ prior notice, notice given not more than 30 60 days following the purchase such tendering of notes pursuant to the Offer to Purchase described above(and not less than 10 days prior to the date fixed for such redemption pursuant to the Offer to Purchase), to redeem on the date of redemption pursuant to the Offer to Purchase, any and all of the Notes notes that would remain outstanding following such purchase Offer to Purchase, at a redemption price in cash equal to 101% the change of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Company has exercised its right to redeem all of the Notes as described in Section 3.01, either (i) the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right “change of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). control payment”) or (bii) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept an Offer to Purchase validly tender and the Company (or a do not withdraw such Notes in such tender offer and any third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes held validly tendered and not withdrawn by such Holdersholders. (b) If Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such notes pursuant to Section 4.11(a)(ii) and the Company, or any third party making an Offer to Purchase in lieu of the Company as described above, elects to purchase all of the Notes properly tendered by such noteholders, the Company or such third party will have the right, right upon not less than 30 nor more than 60 days’ prior notice, notice given not more than 30 60 days following the purchase such tendering of notes pursuant to the Offer to Purchase described above(and not less than 10 days prior to the date fixed for such redemption pursuant to the Offer to Purchase), to redeem on the date of redemption pursuant to the Offer to Purchase, any and all of the Notes notes that would remain outstanding following such purchase Offer to Purchase, at a redemption price in cash equal to 101% the change of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, unless the Company has exercised its right to redeem all of the Notes as described in Section 3.01, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to to, but excluding, the date of purchase (subject to the right “change of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)control payment”) in accordance with Section 3.04. (b) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders If Noteholders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept properly tender such Notes pursuant to an Offer to Purchase in connection with a Change of Control as described in Section 4.11(a) and the Company (Company, or a any third party making the an Offer to Purchase in lieu of the Company as provided in paragraph (b) described above) purchases , elects to purchase all of the Notes held properly tendered by such HoldersNoteholders, the Company or such third party will have the right, right upon notice given in accordance with Section 3.03 not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase such tendering of Notes pursuant to the Offer to Purchase described above(and not less than 10 days prior to the date fixed for such redemption pursuant to the Offer to Purchase), to redeem on the date of redemption pursuant to the Offer to Purchase, any and all of the Notes that remain outstanding following such purchase Offer to Purchase, at a redemption price in cash equal to 101% the change of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)control payment.

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date). (b) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% the Change of Control Payment plus, to the principal amount plus extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of purchase redemption (subject to the right of Holders on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. (a) Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a) if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. (c) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Company (or a third party making the Offer to Purchase as provided in paragraph (b) above) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the principal amount plus accrued and unpaid interest on the Notes that remain outstanding, to the date of purchase redemption (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).