Common use of Asset Sale Offers Clause in Contracts

Asset Sale Offers. (a) Within five Business Days after the receipt of any Net Proceeds from an Asset Sale of the Equity Interests of RERH Holdings, LLC (and its successors), of all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (and their successors), or of all or substantially all of the assets of the Company and its Subsidiaries (other than RERH Holdings, LLC and its Subsidiaries (and their successors)), the Company shall make an Asset Sale Offer to all Holders of each Series of Bonds and all holders of other Indebtedness (including the 2014 Notes, the Existing 2010 Notes, and the Existing 2013 Notes) that is pari passu with the Xxxxxx Guarantees (other than Credit Agreement Debt) (and so long as this Guarantee Agreement is Equally and Ratably secured with such other pari passu Indebtedness) containing provisions similar to those set forth in this Guarantee Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase (or repay, prepay or redeem, as applicable) an aggregate principal amount of each Series of Bonds and such other pari passu Indebtedness that may be purchased (or repaid, prepaid or redeemed) equal to the aggregate of such Net Proceeds multiplied by a fraction, the numerator of which consists of (A) the aggregate principal amount then outstanding on each Series of Bonds and all such other pari passu Indebtedness containing such provisions (not including Credit Agreement Debt) and the denominator of which is (B) the sum of (i) such aggregate amount in the preceding clause (A) and (ii) the Credit Agreement Debt then outstanding (an “Asset Sale Offer”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any such Net Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Net Proceeds for any purpose not otherwise prohibited by this Guarantee Agreement. If the aggregate principal amount of each Series of Bonds and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of such Net Proceeds, the Company shall select the Series of Bonds and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Series of Bonds and such other pari passu Indebtedness tendered. (b) In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an Asset Sale Offer, it shall follow the procedures specified below. (c) The Asset Sale Offer shall be made to all holders of each Series of Bonds and all holders of other Parity Secured Debt (other than Credit Agreement Debt) containing provisions similar to those set forth in this Guarantee Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply a portion of the Net Proceeds as calculated pursuant to the first sentence of Section 4.10(a) hereof (the “Offer Amount”) to the purchase of Notes and such other Parity Secured Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Series of Bonds and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any bond in a Series of Bonds (each a “Bond”) so purchased shall be made in the same manner as interest payments are made. (d) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Bond is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Bonds pursuant to the Asset Sale Offer. (e) Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Bonds pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (i) that the Asset Sale Offer is being made pursuant to Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Bond not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in making such payment, any Bond accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest; (v) that Holders electing to have a Bond purchased pursuant to an Asset Sale Offer may elect to have Bond purchased in integral multiples of $1,000 only; (vi) that Holders electing to have a Bond purchased pursuant to any Asset Sale Offer shall be required to surrender the Bond endorsed or assigned as the Trustee may require or transfer by book-entry transfer, to the Company or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Bond the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Bond purchased; (viii) that, if the aggregate principal amount of Bonds and other Parity Secured Debt surrendered in connection with the Asset Sale Offer exceeds the Offer Amount, the Company shall select the Bonds and other Parity Secured Debt to be purchased on a pro rata basis based on the principal amount of Bonds and such other Parity Secured Debt surrendered (with such adjustments as may be deemed appropriate by the Company so that only Bonds in denominations of $1,000, or integral multiples thereof, will be purchased); and (ix) that Holders whose Bonds were purchased only in part will be issued new Bonds equal in principal amount to the unpurchased portion of the Bonds surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Bonds or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Bonds tendered, and shall deliver to the Trustee an Officer’s Certificate stating that such Bonds or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.10. The Company or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Bonds tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly cause the issuance of a new Bond, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Bond to such Holder, in a principal amount equal to any unpurchased portion of the Bond surrendered. Any Bond not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. (f) The foregoing shall be made in accordance with the terms of the Indenture and, to the extent inconsistent with any terms of the Indenture, the terms of the Indenture shall control. (g) If a Holder of a bond in Series of Bonds’ acceptance of any Asset Sale Offer results in the inclusion of the interest on such Holder’s bonds in the gross income of such Holder for federal income tax purposes, the Company shall pay such Holder on the date each interest payment is due for such Holder’s Series of Bonds an amount equal to the interest then due and payable divided by (1 minus the highest effective federal tax rate at such time) less the amount of interest otherwise paid to the Holder. (f) Section 4.24 is added to read in its entirety as follows:

Asset Sale Offers. (a) Within five Business Days after In the receipt of any Net Proceeds from an Asset Sale of the Equity Interests of RERH Holdings, LLC (and its successors), of all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (and their successors), or of all or substantially all of the assets of event that the Company and its Subsidiaries (other than RERH Holdings, LLC and its Subsidiaries (and their successors)), the Company or any Restricted Subsidiary shall make commence an Asset Sale Offer to all Holders of each Series of Bonds and all holders of other Indebtedness (including the 2014 Notes, the Existing 2010 Notes, and the Existing 2013 Notes) that is pari passu with the Xxxxxx Guarantees (other than Credit Agreement Debt) (and so long as this Guarantee Agreement is Equally and Ratably secured with such other pari passu Indebtedness) containing provisions similar to those set forth in this Guarantee Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase (or repay, prepay or redeem, as applicable) an aggregate principal amount of each Series of Bonds and such other pari passu Indebtedness that may be purchased (or repaid, prepaid or redeemed) equal to the aggregate of such Net Proceeds multiplied by a fraction, the numerator of which consists of (A) the aggregate principal amount then outstanding on each Series of Bonds and all such other pari passu Indebtedness containing such provisions (not including Credit Agreement Debt) and the denominator of which is (B) the sum of (i) such aggregate amount in the preceding clause (A) and (ii) the Credit Agreement Debt then outstanding (an “Asset Sale Offer”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any such Net Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Net Proceeds for any purpose not otherwise prohibited by this Guarantee Agreement. If the aggregate principal amount of each Series of Bonds and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of such Net Proceeds, the Company shall select the Series of Bonds and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Series of Bonds and such other pari passu Indebtedness tendered. (b) In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an Asset Sale Offer4.16, it shall follow the procedures specified below. (c) The Asset Sale Offer shall be made to all holders of each Series of Bonds and all holders of other Parity Secured Debt (other than Credit Agreement Debt) containing provisions similar to those set forth in this Guarantee Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets. : The Asset Sale Offer shall remain open for a period of at least 20 twenty (20) Business Days following its commencement and not more than 30 Business Daysafter the Commencement Date relating to such Asset Sale Offer, except to the extent that a longer period is required to be extended by applicable law (as so extended, the “Offer Period”). No later than three one (1) Business Days Day after the termination of the Offer Period (the “Purchase Date”), the Company or such Restricted Subsidiary shall apply a portion of purchase the Net Proceeds as calculated pursuant to the first sentence of Section 4.10(a) hereof principal amount (the “Offer Amount”) to the purchase of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.1 and such other Parity Secured Debt (on a pro rata basis, if applicable) 4.16 or, if less than the Offer Amount has been tendered, all Series of Bonds and other Indebtedness Notes tendered in response to the Asset Sale Offer. Payment for any bond in a Series of Bonds (each a “Bond”) so purchased shall be made in the same manner as interest payments are made. (d) If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued and unpaid interest to such Purchase Date shall be paid to the Person in whose name a Bond Note is registered at the close of business on such record date, and no additional interest will shall be payable to Holders who tender Bonds pursuant to the Asset Sale Offer. (e) Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Bonds Notes pursuant to the Asset Sale Offer. The On the Commencement Date of any Asset Sale Offer, the Company or such Restricted Subsidiary shall deliver or cause to be delivered, by first class mail (or delivered electronically in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. Such notice, which will shall govern the terms of the Asset Sale Offer, will shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 4.10 hereof 3.8 and Section 4.16 and the length of time the Asset Sale Offer will shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Bond Note not tendered or accepted for payment will shall continue to accrue interest; (iv4) that, unless the Company or such Restricted Subsidiary defaults in making such paymentthe payment of the purchase price, any Bond Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interestinterest on and after the Purchase Date; (v5) that Holders electing to have a Bond purchased pursuant to an Asset Sale Offer may elect to have Bond purchased in integral multiples of $1,000 only; (vi) that Holders electing to have a Bond Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Bond endorsed or assigned as Note, with the Trustee may require or transfer by book-entry transferform entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company Company, such Restricted Subsidiary, the Depository or a Paying Agent paying agent at the address specified in the notice at least three days before prior to the close of business on the Business Day preceding the Purchase Date; (vii6) that Holders shall be entitled to withdraw their election if the Company Company, such Restricted Subsidiary, the Depository or the Paying Agenta paying agent, as the case may be, receives, not later than the expiration close of business on the Business Day preceding the termination of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Bond Note the Holder delivered for purchase and a statement that such Holder is withdrawing his such Xxxxxx’s election to have such Bond the Note purchased; (viii7) that, if the aggregate principal amount of Bonds and other Parity Secured Debt Notes surrendered in connection with the Asset Sale Offer by Holders exceeds the Offer Amount, the Company Trustee shall select the Bonds and other Parity Secured Debt Notes to be purchased on a pro rata basis based on and in accordance with the principal amount of Bonds and such other Parity Secured Debt surrendered Applicable Procedures (with such adjustments as may be deemed to be appropriate by the Company or such Restricted Subsidiary so that only Bonds Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, will shall be purchased); and (ix) 8) that Holders whose Bonds Notes were purchased only in part will shall be issued new Bonds Notes equal in principal amount to the unpurchased portion of the Bonds surrendered (or transferred by book-entry transfer)Notes surrendered. On or before 11:00 a.m. (New York City time) on the applicable Purchase Date, the Company or such Restricted Subsidiary shall irrevocably deposit with the Trustee or paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.8. On such Purchase Date, the Company or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Bonds or portions thereof Notes and other Pari Passu Indebtedness (in accordance with the terms of Section 4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Bonds Notes and such other Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Depository or paying agent, as the case may be, to deliver to the Trustee Notes so accepted and shall (iii) deliver to the Trustee an Officer’s Officers’ Certificate stating that such Bonds Notes or portions thereof were accepted for payment by the Company or such Restricted Subsidiary in accordance with the terms of this Section 4.103.8. The Company Company, such Restricted Subsidiary, the Depository or the Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than five days three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of with respect to the Bonds Notes tendered by such Holder and accepted by the Company or such Restricted Subsidiary for purchase, and the Company shall promptly cause the issuance of issue a new BondNote, and the Trustee, upon written request from the Company Trustee shall authenticate and mail or deliver such new Bond Note, to such Holder, equal in a principal amount equal to any unpurchased portion of the Bond such Xxxxxx’s Notes surrendered. Any Bond Note not so accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company or such Restricted Subsidiary to the Holder thereof. The Asset Sale Offer shall be made by the Company or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company or such Restricted Subsidiary shall publicly announce comply with the results applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.16 by virtue of such conflict. In the event the amount of Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company or such Restricted Subsidiary, upon receipt of written direction, the portion of such Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer on Amount, the Company or as soon as practicable after any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the Purchase Date. (f) The foregoing shall be made repurchase of Indebtedness contractually subordinated in accordance with right of payment to the terms of the Indenture and, Notes to the extent inconsistent with any terms not otherwise prohibited under this Indenture). Upon completion of the Indenturesuch offer to purchase, the terms of the Indenture shall control. (g) If a Holder of a bond in Series of Bonds’ acceptance of any Asset Sale Offer results in the inclusion of the interest on such Holder’s bonds in the gross income of such Holder for federal income tax purposes, the Company Amount shall pay such Holder on the date each interest payment is due for such Holder’s Series of Bonds an amount equal to the interest then due and payable divided by (1 minus the highest effective federal tax rate be reset at such time) less the amount of interest otherwise paid to the Holderzero. (f) Section 4.24 is added to read in its entirety as follows:

Asset Sale Offers. (a) Within five Business Days after In the receipt of any Net Proceeds from an Asset Sale of the Equity Interests of RERH Holdings, LLC (and its successors), of all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (and their successors), or of all or substantially all of the assets of event that the Company and its Subsidiaries (other than RERH Holdings, LLC and its Subsidiaries (and their successors)), the Company or any Restricted Subsidiary shall make commence an Asset Sale Offer to all Holders of each Series of Bonds and all holders of other Indebtedness (including the 2014 Notes, the Existing 2010 Notes, and the Existing 2013 Notes) that is pari passu with the Xxxxxx Guarantees (other than Credit Agreement Debt) (and so long as this Guarantee Agreement is Equally and Ratably secured with such other pari passu Indebtedness) containing provisions similar to those set forth in this Guarantee Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase (or repay, prepay or redeem, as applicable) an aggregate principal amount of each Series of Bonds and such other pari passu Indebtedness that may be purchased (or repaid, prepaid or redeemed) equal to the aggregate of such Net Proceeds multiplied by a fraction, the numerator of which consists of (A) the aggregate principal amount then outstanding on each Series of Bonds and all such other pari passu Indebtedness containing such provisions (not including Credit Agreement Debt) and the denominator of which is (B) the sum of (i) such aggregate amount in the preceding clause (A) and (ii) the Credit Agreement Debt then outstanding (an “Asset Sale Offer”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any such Net Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Net Proceeds for any purpose not otherwise prohibited by this Guarantee Agreement. If the aggregate principal amount of each Series of Bonds and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of such Net Proceeds, the Company shall select the Series of Bonds and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Series of Bonds and such other pari passu Indebtedness tendered. (b) In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an Asset Sale Offer4.16, it shall follow the procedures specified below. (c) The Asset Sale Offer shall be made to all holders of each Series of Bonds and all holders of other Parity Secured Debt (other than Credit Agreement Debt) containing provisions similar to those set forth in this Guarantee Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets. : The Asset Sale Offer shall remain open for a period of at least 20 twenty (20) Business Days following its commencement and not more than 30 Business Daysafter the Commencement Date relating to such Asset Sale Offer, except to the extent that a longer period is required to be extended by applicable law (as so extended, the “Offer Period”). No later than three one (1) Business Days Day after the termination of the Offer Period (the “Purchase Date”), the Company or such Restricted Subsidiary shall apply a portion of purchase the Net Proceeds as calculated pursuant to the first sentence of Section 4.10(a) hereof principal amount (the “Offer Amount”) to the purchase of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.1 and such other Parity Secured Debt (on a pro rata basis, if applicable) 4.16 or, if less than the Offer Amount has been tendered, all Series of Bonds and other Indebtedness Notes tendered in response to the Asset Sale Offer. Payment for any bond in a Series of Bonds (each a “Bond”) so purchased shall be made in the same manner as interest payments are made. (d) If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued and unpaid interest to such Purchase Date shall be paid to the Person in whose name a Bond Note is registered at the close of business on such record date, and no additional interest will shall be payable to Holders who tender Bonds pursuant to the Asset Sale Offer. (e) Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Bonds Notes pursuant to the Asset Sale Offer. The On the Commencement Date of any Asset Sale Offer, the Company or such Restricted Subsidiary shall deliver or cause to be delivered, by first class mail (or delivered electronically in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. Such notice, which will shall govern the terms of the Asset Sale Offer, will shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state: (i1) that the Asset Sale Offer is being made pursuant to this Section 4.10 hereof 3.8 and Section 4.16 and the length of time the Asset Sale Offer will shall remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Bond Note not tendered or accepted for payment will shall continue to accrue interest; (iv4) that, unless the Company or such Restricted Subsidiary defaults in making such paymentthe payment of the purchase price, any Bond Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interestinterest on and after the Purchase Date; (v5) that Holders electing to have a Bond purchased pursuant to an Asset Sale Offer may elect to have Bond purchased in integral multiples of $1,000 only; (vi) that Holders electing to have a Bond Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Bond endorsed or assigned as Note, with the Trustee may require or transfer by book-entry transferform entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company Company, such Restricted Subsidiary, the Depository or a Paying Agent paying agent at the address specified in the notice at least three days before prior to the close of business on the Business Day preceding the Purchase Date; (vii6) that Holders shall be entitled to withdraw their election if the Company Company, such Restricted Subsidiary, the Depository or the Paying Agenta paying agent, as the case may be, receives, not later than the expiration close of business on the Business Day preceding the termination of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Bond Note the Holder delivered for purchase and a statement that such Holder is withdrawing his such Holder’s election to have such Bond the Note purchased; (viii7) that, if the aggregate principal amount of Bonds and other Parity Secured Debt Notes surrendered in connection with the Asset Sale Offer by Holders exceeds the Offer Amount, the Company Trustee shall select the Bonds and other Parity Secured Debt Notes to be purchased on a pro rata basis based on and in accordance with the principal amount of Bonds and such other Parity Secured Debt surrendered Applicable Procedures (with such adjustments as may be deemed to be appropriate by the Company or such Restricted Subsidiary so that only Bonds Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, will shall be purchased); and (ix) 8) that Holders whose Bonds Notes were purchased only in part will shall be issued new Bonds Notes equal in principal amount to the unpurchased portion of the Bonds surrendered (or transferred by book-entry transfer)Notes surrendered. On or before 11:00 a.m. (New York City time) on the applicable Purchase Date, the Company or such Restricted Subsidiary shall irrevocably deposit with the Trustee or paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.8. On such Purchase Date, the Company or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Bonds or portions thereof Notes and other Pari Passu Indebtedness (in accordance with the terms of Section 4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Bonds Notes and such other Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Depository or paying agent, as the case may be, to deliver to the Trustee Notes so accepted and shall (iii) deliver to the Trustee an Officer’s Officers’ Certificate stating that such Bonds Notes or portions thereof were accepted for payment by the Company or such Restricted Subsidiary in accordance with the terms of this Section 4.103.8. The Company Company, such Restricted Subsidiary, the Depository or the Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than five days three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of with respect to the Bonds Notes tendered by such Holder and accepted by the Company or such Restricted Subsidiary for purchase, and the Company shall promptly cause the issuance of issue a new BondNote, and the Trustee, upon written request from the Company Trustee shall authenticate and mail or deliver such new Bond Note, to such Holder, equal in a principal amount equal to any unpurchased portion of the Bond such Holder’s Notes surrendered. Any Bond Note not so accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company or such Restricted Subsidiary to the Holder thereof. The Asset Sale Offer shall be made by the Company or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company or such Restricted Subsidiary shall publicly announce comply with the results applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.16 by virtue of such conflict. In the event the amount of Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company or such Restricted Subsidiary, upon receipt of written direction, the portion of such Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer on Amount, the Company or as soon as practicable after any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the Purchase Date. (f) The foregoing shall be made repurchase of Indebtedness contractually subordinated in accordance with right of payment to the terms of the Indenture and, Notes to the extent inconsistent with any terms not otherwise prohibited under this Indenture). Upon completion of the Indenturesuch offer to purchase, the terms of the Indenture shall control. (g) If a Holder of a bond in Series of Bonds’ acceptance of any Asset Sale Offer results in the inclusion of the interest on such Holder’s bonds in the gross income of such Holder for federal income tax purposes, the Company Amount shall pay such Holder on the date each interest payment is due for such Holder’s Series of Bonds an amount equal to the interest then due and payable divided by (1 minus the highest effective federal tax rate be reset at such time) less the amount of interest otherwise paid to the Holderzero. (f) Section 4.24 is added to read in its entirety as follows: