Common use of Notice and Offer Clause in Contracts

Notice and Offer. In the event of any Disposition that does not otherwise satisfy the conditions of a disposition permitted in Section 10.9 and is not a Disposition that is not to be taken into account pursuant to Section 10.9(a), Section 10.9(b), Section 10.9(c), Section 10.9(d) or Section 10.9(e)(A), the Company will, within ten (10) days after the occurrence of the Disposition in respect of which such prepayment or redemption is to be made, give written notice of such Disposition to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Disposition Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Proceeds arising from such Disposition on a date specified in such notice (the “Disposition Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Disposition Prepayment Date, but without the Make-Whole Amount. If the Disposition Prepayment Date shall not be specified in such notice, the Disposition Prepayment Date shall be the forty-fifth (45th) day after the date of such notice.

Notice and Offer. In the event of any Disposition that does not otherwise satisfy the conditions of a disposition permitted in Section 10.9 10 . 9 and is not a Disposition that is not to be taken into account pursuant to Section 10.9(a10 . 9 (a), Section 10.9(b10 . 9 (b), Section 10.9(c10 . 9 (c), Section 10.9(d10 . 9 (d) or Section 10.9(e)(A10 . 9 (e)(A), the Company will, within ten (10( 10 ) days after the occurrence of the Disposition in respect of which such prepayment or redemption is to be made, give written notice of such Disposition to each holder of NotesNotes . Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Disposition Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Proceeds arising from such Disposition on a date specified in such notice (the “Disposition Prepayment Date”) that is not less than thirty (30( 30 ) days and not more than sixty (60( 60 ) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Disposition Prepayment Date, but without the Make-Make - Whole AmountAmount . If the Disposition Prepayment Date shall not be specified in such notice, the Disposition Prepayment Date shall be the forty-forty - fifth (45th( 45 th) day after the date of such notice.notice . (ii)

Notice and Offer. In the event of any Disposition that does not otherwise satisfy the conditions of a disposition permitted in Section 10.9 and is not a Disposition that is not to be taken into account pursuant to Section 10.9(a), Section 10.9(b), Section 10.9(c), Section 10.9(d) or Section 10.9(e)(A10.9(d)(A), the Company will, within ten (10) days after the occurrence of the Disposition in respect of which such prepayment or redemption is to be made, give written notice of such Disposition to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Disposition Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Proceeds arising from such Disposition on a date specified in such notice (the “Disposition Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Disposition Prepayment Date, but without the Make-Whole Amount. If the Disposition Prepayment Date shall not be specified in such notice, the Disposition Prepayment Date shall be the forty-fifth (45th) day after the date of such notice.

Notice and Offer. In the event of any Disposition that does not otherwise satisfy the conditions Net Cash Proceeds of a disposition permitted in Section 10.9 and is not a Disposition that is not are to be taken into account used to make an offer (an “Applicable Prepayment Offer”) to prepay Notes pursuant to Section 10.9(a10.6 of this Agreement (a “Debt Prepayment Transfer”), Section 10.9(b), Section 10.9(c), Section 10.9(d) or Section 10.9(e)(A)in the event that there is a Capital Stock Issuance, the Company will, within ten (10) days after the occurrence of the Disposition in respect of which such prepayment or redemption is to be made, Issuers will give written notice of such Disposition Debt Prepayment Transfer or Capital Stock Issuance to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Disposition Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of either (x) the Net Cash Proceeds arising from in respect of such Disposition Debt Prepayment Transfer, or (y) 50% of the Net Cash Proceeds of such Capital Stock Issuance, on a date specified in such notice (the “Disposition Applicable Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Disposition Applicable Prepayment Date, but without the Make-Whole Amount. If the Disposition Applicable Prepayment Date shall not be specified in such notice, the Disposition Applicable Prepayment Date shall be the forty-fifth thirtieth (45th30th) day after the date of such notice.