Common use of Repurchase Upon a Change of Control Clause in Contracts

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuer will be required to deliver a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The Issuer must 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 this Section 2.8, the Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person 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 other Person purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuer will be required to deliver a notice to Holders of Notes, with a copy to the TrusteeTrustees, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The Issuer must 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 this Section 2.8, the Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with a Trustee or the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee Trustees the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee Trustees will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person 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 other Person purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase Upon a Change of Control. If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Issuer has exercised its right Company shall notify the Trustee in writing thereof and shall make an offer to redeem purchase all of the Notes then outstanding and prepay all Indebtedness outstanding under the Term Loan Credit Facility as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below (the “"Change of Control Offer”") on the terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to at 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest, if any, on to the Notes repurchased date of repurchase or prepayment (the “"Change of Control Payment”"), to the date of purchase. Within 30 days following any The Change of Control Triggering EventOffer shall be made in compliance with all applicable laws, the Issuer will be required to deliver a notice to Holders including without limitation, Regulation 14E of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act and any the rules thereunder and all other applicable Federal and state 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 Eventlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 2.84.14, the Issuer will be required to Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 2.8 4.14 by virtue thereof. Within 30 days following any Change of Control, the Company shall commence the Change of Control Offer by mailing to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall state that: (i) the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes validly tendered, together with the principal amount of all Indebtedness for which the holders thereof have requested prepayment, will be accepted for payment, (ii) the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such conflictsnotice is mailed (the "Change of Control Payment Date"), (iii) that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest, (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date, (v) that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such 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 any Holder shall be entitled to withdraw such 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 telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased, (vii) that a Holder 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 $1,000 in principal amount or an integral multiple thereof, (viii) the instructions that Holders must follow in order to tender their Notes, and (ix) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Issuer will be requiredCompany shall, to the extent lawful, to: (ai) accept for payment all the Notes or portions of Notes properly thereof tendered and prepay the Indebtedness outstanding under the Term Loan Credit Facility for which the holders thereof have requested prepayment pursuant to the Change of Control Offer; , (bii) (A) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and not withdrawn and (B) pay to the holders Indebtedness under the Term Loan Credit Facility the Change of Notes properly tendered; and Control Payment with respect to all Indebtedness under the Term Loan Credit Facility for which the holders thereof have requested prepayment, and (ciii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating that the aggregate Notes or portions thereof tendered to the Company are accepted for payment and specifying that the principal amount of Notes or portions of Notes being purchased by Indebtedness under the IssuerTerm Loan Credit Facility required to be prepaid has been so prepaid. The Paying Agent will be required to shall promptly deliver mail to each Holder who properly tendered of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee will be required to promptly shall authenticate and deliver (or cause to be delivered) mail to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided , provided, that each such new Note will be in a principal amount of $2,000 1,000 or a an integral multiple of $1,000 in excess thereof. The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person 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 other Person purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer it will be required to make an offer to repurchase all all, or any part, (equal to $2,000 or a subsequent multiple of $1,000) of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuer will be required to deliver a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The Issuer must 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 this Section 2.8, the Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a subsequent multiple of $1,000 in excess thereof1,000. The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person 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 other Person third party purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes in part pursuant full, as described under “Optional Redemption” above, the Company will make an offer to Section 2.7 above) pursuant to the offer described below each holder of Notes (the “Change of Control Offer”) on the terms set forth herein. In the Change to repurchase any and all (equal to $2,000 or an integral multiple of Control Offer, the Issuer will be required to offer payment $1,000) of such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, on thereon, to, but excluding, the Notes repurchased date of repurchase (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuer Company will be required to deliver mail a notice to Holders holders of Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed, pursuant to the procedures required herein by the Notes and described in such notice. The Issuer Company must 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 this Section 2.8the Change of Control repurchase provisions of the Notes, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 the Change of Control repurchase provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer Company will not be required to make a Change offer to repurchase the Notes upon the occurrence of Control Offer upon a Change of Control Triggering Event if another Person 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 Company, and such other Person purchases the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer.; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to, but excluding, the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to: · accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; · deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of each Note or portion of a Note properly tendered; and · deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. For purposes of the foregoing discussion of the applicable Change of Control provisions, the following definitions are applicable:

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer Company has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer Company will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, or, at the Issuer Company’s option, prior to the completion of any Change of Control (but after the first public announcement of such Change of Control), the Company will be required to deliver a notice to Holders of Notes, with a copy to the TrusteeTrustees, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The Issuer notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned upon the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Company must 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 this Section 2.8, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 by virtue of such conflicts. On the Change of Control Payment Date, the Issuer Company will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee Trustees an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee Trustees the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and and, upon written order of the Trustee Company, the Trustees will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a an integral multiple of $1,000 in excess thereof. The Issuer Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (a) another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such other Person purchases all Notes properly tendered and not withdrawn under its offeroffer or (b) the Company has given written notice of a redemption of the Notes in accordance with Section 2.7.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, or, at the Issuer’s option, prior to the completion of any Change of Control (but after the first public announcement of such Change of Control), the Issuer will be required to deliver a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Issuer must 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 this Section 2.8, the Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and and, upon written order of the Issuer, the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a an integral multiple of $1,000 in excess thereof. The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (a) another Person 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 other Person purchases all Notes properly tendered and not withdrawn under its offeroffer or (b) the Issuer has given written notice of a redemption of the Notes in accordance with Section 2.7.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer it will be required to make an offer to repurchase all all, or any part, (equal to $2,000 or a subsequent multiple of $1,000) of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuer will be required to deliver a notice to Holders of Notes, with a copy to the TrusteeTrustees, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The Issuer must 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 this Section 2.8, the Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee Trustees the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee Trustees will be required to promptly authenticate and deliver (or cause to be deliveredtransferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a subsequent multiple of $1,000 in excess thereof1,000. The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person 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 other Person third party purchases all Notes properly tendered and not withdrawn under its offer.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes in part pursuant full, as described under “Optional Redemption” above, the Company will make an offer to Section 2.7 above) pursuant to the offer described below each holder (the “Change of Control Offer”) on the terms set forth herein. In the Change to repurchase any and all (equal to $2,000 or an integral multiple of Control Offer, the Issuer will be required to offer payment $1,000) of such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on thereon, to the Notes repurchased date of repurchase (the “Change of Control Payment”), to the date of purchase. Within Payment”).Within 30 days following any Change of Control Triggering Event, the Issuer Company will be required to deliver mail a notice to Holders holders of Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier less than 30 days and no later more than 60 days from the date such notice is delivered mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein by the Notes and described in such notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Exchange Act 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 this Section 2.8the Change of Control repurchase provisions of the Notes, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 the Change of Control repurchase provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer Company will not be required to make a Change offer to repurchase the Notes upon the occurrence of Control Offer upon a Change of Control Triggering Event if another Person 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 Company and such other Person purchases the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Senior Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: · accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; · deposit or cause a third party to 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; and · deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer’s certificate stating the principal amount of Notes or portions of Notes being purchased.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes in part pursuant full, as described under “Optional Redemption” above, the Company will make an offer to Section 2.7 above) pursuant to the offer described below each holder of Notes (the “Change of Control Offer”) on the terms set forth herein. In the Change to repurchase any and all (equal to $2,000 or an integral multiple of Control Offer, the Issuer will be required to offer payment $1,000) of such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, on thereon, to the Notes repurchased date of repurchase (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuer Company will be required to deliver mail a notice to Holders holders of Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed, pursuant to the procedures required herein by the Notes and described in such notice. The Issuer Company must comply with the requirements of Rule 14e-1 under the Exchange Act 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 this Section 2.8the Change of Control repurchase provisions of the Notes, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 the Change of Control repurchase provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer Company will not be required to make a Change offer to repurchase the Notes upon the occurrence of Control Offer upon a Change of Control Triggering Event if another Person 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 Company and such other Person purchases the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to: · accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; · deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of each Note or portion of a Note properly tendered; and · deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occursoccurs with respect to the Notes of a series, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes of such series in part pursuant full, as described under “Optional Redemption” above, the Company will make an offer to Section 2.7 above) pursuant to the offer described below each holder of Notes of such series (the “Change of Control Offer”) on the terms set forth herein. In the Change to repurchase any and all (equal to $2,000 or an integral multiple of Control Offer, the Issuer will be required to offer payment $1,000) of such holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes of such series to be repurchased plus accrued and unpaid interest, if any, on thereon, to the Notes repurchased date of repurchase (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering EventEvent with respect to the Notes of a series, the Issuer Company will be required to deliver mail a notice to Holders holders of Notes, with a copy to the Trustee, Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the 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 delivered (the “Change of Control Payment Date”), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed, pursuant to the procedures required herein by the Notes of such series and described in such notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Exchange Act 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 of a series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.8the Change of Control repurchase provisions of the Notes of a series, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 the Change of Control repurchase provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer Company will not be required to make offer to repurchase the Notes of a Change series upon the occurrence of Control Offer upon a Change of Control Triggering Event with respect to the Notes of such series if another Person 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 Company and such other Person purchases the third party repurchases on the applicable date all Notes of such series properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes of such series and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes of such series unless the Company promptly makes an offer to repurchase the Notes of such series at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date for Notes of a series to be repurchased, the Company will be required, to the extent lawful, to: • accept or cause a third party to accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Change of Control Offer; • deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions of Notes of such series properly tendered; and • deliver or cause to be delivered to the Trustee the Notes of such series properly accepted, together with an officer’s certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occursoccurs with respect to the Notes of a series, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes of such series in part pursuant full, as described under “Optional Redemption” above, the Company will make an offer to Section 2.7 above) pursuant to the offer described below each holder of Notes of such series (the “Change of Control Offer”) on the terms set forth herein. In the Change to repurchase any and all (equal to $2,000 or an integral multiple of Control Offer, the Issuer will be required to offer payment $1,000) of such holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes of such series to be repurchased plus accrued and unpaid interest, if any, on thereon, to the Notes repurchased date of repurchase (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering EventEvent with respect to the Notes of a series, the Issuer Company will be required to deliver mail a notice to Holders holders of Notes, with a copy to the Trustee, Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the 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 delivered (the “Change of Control Payment Date”), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed, pursuant to the procedures required herein by the Notes of such series and described in such notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Exchange Act 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 of a series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.8the Change of Control repurchase provisions of the Notes of a series, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 the Change of Control repurchase provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer Company will not be required to make offer to repurchase the Notes of a Change series upon the occurrence of Control Offer upon a Change of Control Triggering Event with respect to the Notes of such series if another Person 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 Company and such other Person purchases the third party repurchases on the applicable date all Notes of such series properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes of such series and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes of such series unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date for Notes of a series to be repurchased, the Company will be required, to the extent lawful, to: · accept or cause a third party to accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Change of Control Offer; · deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions of Notes of such series properly tendered; and · deliver or cause to be delivered to the Trustee the Notes of such series properly accepted, together with an officer’s certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes in part pursuant full, as described under “Optional Redemption” above, the Company will make an offer to Section 2.7 above) pursuant to the offer described below each holder (the “Change of Control Offer”) on the terms set forth herein. In the Change to repurchase any and all (equal to $2,000 or an integral multiple of Control Offer, the Issuer will be required to offer payment $1,000) of such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on thereon, to the Notes repurchased date of repurchase (the “Change of Control Payment”), to the date of purchase. Within Payment”).Within 30 days following any Change of Control Triggering Event, the Issuer Company will be required to deliver mail a notice to Holders holders of Notes, with a copy to the Trustee, Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the 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 delivered (the “Change of Control Payment Date”), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed, pursuant to the procedures required herein by the Notes and described in such notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Exchange Act 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 this Section 2.8the Change of Control repurchase provisions of the Notes, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 the Change of Control repurchase provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer Company will not be required to make a Change offer to repurchase the Notes upon the occurrence of Control Offer upon a Change of Control Triggering Event if another Person 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 Company and such other Person purchases the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: · accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; · deposit or cause a third party to 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; and · deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer’s certificate stating the principal amount of Notes or portions of Notes being purchased.

Repurchase Upon a Change of Control. If a Change of Control Triggering Event occursoccurs with respect to the Notes of a series, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if the Issuer Company has exercised its right to redeem the Notes of such series in part pursuant full, as described under “Optional Redemption” above, the Company will make an offer to Section 2.7 above) pursuant to the offer described below each holder of Notes of such series (the “Change of Control Offer”) on the terms set forth herein. In the Change to repurchase any and all (equal to $2,000 or an integral multiple of Control Offer, the Issuer will be required to offer payment $1,000) of such holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes of such series to be repurchased plus accrued and unpaid interest, if any, on thereon, to the Notes repurchased date of repurchase (the “Change of Control Payment”), to the date of purchase. Within 30 days following any Change of Control Triggering EventEvent with respect to the Notes of a series, the Issuer Company will be required to deliver mail a notice to Holders holders of Notes, with a copy to the Trustee, Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes of such series on the 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 delivered (the “Change of Control Payment Date”), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed, pursuant to the procedures required herein by the Notes of such series and described in such notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Exchange Act 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 of a series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.8the Change of Control repurchase provisions of the Notes of a series, the Issuer Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.8 the Change of Control repurchase provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (c) 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 by the Issuer. The Paying Agent will be required to promptly deliver to each Holder who properly tendered Notes the purchase price for such Notes, and the Trustee will be required to promptly authenticate and deliver (or cause to be delivered) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Issuer Company will not be required to make offer to repurchase the Notes of a Change series upon the occurrence of Control Offer upon a Change of Control Triggering Event with respect to the Notes of such series if another Person 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 Company and such other Person purchases the third party repurchases on the applicable date all Notes of such series properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes of such series and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes of such series unless the Company promptly makes an offer to repurchase the Notes of such series at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date for Notes of a series to be repurchased, the Company will be required, to the extent lawful, to: · accept or cause a third party to accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Change of Control Offer; · deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of each Note of such series or portions of Notes of such series properly tendered; and · deliver or cause to be delivered to the Trustee the Notes of such series properly accepted, together with an officer’s certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased.