If a Change of Control Triggering Event occurs, each Holder will have the right to require the Issuer to repurchase all or any part (equal to U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101.0% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, the Issuer will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the Change of Control payment date (such date, the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice.

“Change of Control” means the occurrence of one or more of any of the following:

(1) prior to the closing of an Initial Public Offering, the Permitted Holder cease to Beneficially Own at least 50.1% of the total voting power of the Voting Stock of the Parent Guarantor;

(2) following the closing of an Initial Public Offering, (a) (i) the Permitted Holder cease to Beneficially Own at least 35.0% of the total voting power of the Voting Stock of the Parent Guarantor or (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner,” directly or indirectly, of total voting power of the Voting Stock of the Parent Guarantor greater than such total voting power Beneficially Owned by the Permitted Holder; and (b) the Permitted Holder cease to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Parent Guarantor, whether through the ownership of Voting Stock, by contract or otherwise; or

(3) the Parent Guarantor and the Restricted Subsidiaries cease to Beneficially Own 100% of the total voting power of the Voting Stock of the Issuer;

(4)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation and other than leases in the ordinary course of business), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent Guarantor and its Subsidiaries taken as a whole or of the Issuer (exclusive of its Subsidiaries) to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than a Permitted Holder;

(5) the merger or consolidation of the Parent Guarantor with or into another Person or the merger of another Person with or into the Parent Guarantor, unless the holders of a majority of the aggregate voting power of the Voting Stock of the Parent Guarantor, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving or transferee Person; or

(6) the adoption of a plan relating to the liquidation or dissolution of the Parent Guarantor or the Issuer (except as permitted under “―Certain Covenants―Merger, Consolidation and Sale of Assets”);

“Change of Control Triggering Event” means the occurrence of a Change of Control and, solely in the case of clause (1) of the definition of Change of Control, means the occurrence of both a Change of Control and a Rating Decline.