Common use of Offer and Repurchase Mechanics Clause in Contracts

Offer and Repurchase Mechanics. Subject to the terms of the Intercreditor Agreement, within ten (10) Business Days following the occurrence of an Asset Sale, Event of Loss, Debt Issuance, Equity Issuance or Exercise Event referred to in clauses (i), (ii), (iii) or (iv) above requiring a Mandatory Redemption Offer, the Issuer shall deliver to each Holder a written notice stating (1) that a Mandatory Redemption Notice is being made pursuant to this Section 2.02(b) and that Notes tendered will be accepted for payment up to an aggregate amount equal to, (x) in the case of clause (i) above, one-hundred percent (100%) of the Net Cash Proceeds of the applicable Asset Sale or Event of Loss, as applicable, less the applicable Reinvestment Deferred Amount, if any, (y) in the case of clause (ii) above, fifty percent (50%) of the Net Cash Proceeds of the applicable Debt Issuance, and (z) in the case of clause (iii) or (iv) above, twenty-five (25%) of the Net Cash Proceeds of the relevant Equity Issuance or Exercise Event, as applicable, (2) the purchase price (which shall be as specified in clauses (i), (ii) and (iii) above) and the purchase date (which shall be ten (10) Business Days after the date such notice is sent) with respect to such event (the “Mandatory Payment Date”), and (3) that any Notes not tendered or not repurchased will continue to remain outstanding. On or before the second Business Day prior to the applicable Mandatory Payment Date, each Holder shall notify the Issuer in writing of the amount of such Holder’s Notes eligible for redemption that such Holder wishes to tender for purchase pursuant to such Mandatory Redemption Offer; provided that, in the event any Holder does not so notify the Issuer on or before such second Business Day, such Holder shall be deemed to have elected not to tender any of such Holder’s Notes for purchase. On the Mandatory Payment Date, the Issuer or any of its Subsidiaries shall deliver to any Holders that have elected to tender all or any portion of their respective Notes for purchase pursuant to such Mandatory Redemption Offer, an amount equal to the aggregate purchase price for such Notes. Upon receipt by any Holder of the purchase price for the Notes which such Holder has elected to tender for purchase, such Holder shall deliver to the Issuer an aggregate principal amount of Notes equal to not less than the amount of Notes of such Holder so tendered, which Notes shall be cancelled by the Issuer. In the event such aggregate principal amount of the Notes of such Holder delivered to the Issuer exceeds the aggregate principal amount of the Notes of such Holder so tendered, the Issuer shall deliver to such Holder a new Note or Notes in an aggregate principal amount equal to the amount of such excess.

Offer and Repurchase Mechanics. Subject to the terms of the Intercreditor Agreement, within ten (10) Within five Business Days following the occurrence of an Asset Sale, Event any Change of Loss, Debt Issuance, Equity Issuance or Exercise Event Control referred to in clauses (iSection 2.02(b)(i), (ii), (iii) or (iv) above requiring a Mandatory Redemption Offer, the Issuer Company shall deliver to each Holder the Administrative Agent a written notice stating (1A) that a Mandatory Redemption Notice Change of Control Offer is being made pursuant to this Section 2.02(b) and that all Notes tendered will be accepted for payment up to an aggregate amount equal toin full, (x) in the case of clause (i) above, one-hundred percent (100%) of the Net Cash Proceeds of the applicable Asset Sale or Event of Loss, as applicable, less the applicable Reinvestment Deferred Amount, if any, (y) in the case of clause (ii) above, fifty percent (50%) of the Net Cash Proceeds of the applicable Debt Issuance, and (z) in the case of clause (iii) or (iv) above, twenty-five (25%) of the Net Cash Proceeds of the relevant Equity Issuance or Exercise Event, as applicable, (2B) the purchase price (which shall be as specified in clauses (iSection 2.02(b)(i), (ii) and (iii) above) and the purchase date (which shall be ten (10) five Business Days after the date such notice is sent) with respect to such event Change of Control Offer (the “Mandatory Change of Control Payment Date”), and (3C) that any Notes not tendered or not repurchased will continue to remain outstandingoutstanding and accrue interest. On The Administrative Agent shall promptly deliver a copy of such notice to each Holder and, on or before the second Business Day prior to the applicable Mandatory Change of Control Payment Date, each Holder shall notify the Issuer in writing Administrative Agent and the Company of the amount of such Holder’s Notes eligible for redemption that Notes, if any, which such Holder wishes to tender for purchase pursuant to such Mandatory Redemption the Change of Control Offer; provided that, in the event any Holder does not so notify the Issuer Administrative Agent and the Company on or before such second Business Day, such Holder shall be deemed to have elected not to tender any of such Holder’s Notes for purchase. On the Mandatory Change of Control Payment Date, the Issuer or any of its Subsidiaries Company shall deliver to the Administrative Agent, for the account of any Holders that have elected to tender all or any portion of their respective Notes for purchase pursuant to such Mandatory Redemption the Change of Control Offer, an amount equal to the aggregate purchase price for such Notes. Upon receipt by any Holder of the purchase price for the Notes which such Holder has elected to tender for purchase, such Holder shall deliver to the Issuer Administrative Agent an aggregate principal face amount of Notes equal to not less than the amount of Notes of such Holder so tendered, which Notes shall be cancelled returned by the IssuerAdministrative Agent to the Company for cancellation. In the event such aggregate principal face amount of the Notes of such Holder delivered to the Issuer Administrative Agent exceeds the aggregate principal face amount of the Notes of such Holder so tendered, the Issuer Company shall deliver to such Holder a new Note or Notes in an aggregate principal face amount equal to the amount of such excess.

Offer and Repurchase Mechanics. Subject Any Asset Sale Offer shall be effected pursuant to the terms of the Intercreditor Agreement, within ten (10) Business Days following the occurrence of an Asset Sale, Event of Loss, Debt Issuance, Equity Issuance or Exercise Event referred to in clauses (i), (ii), (iii) or (iv) above requiring a Mandatory Redemption Offer, the Issuer shall deliver to each Holder a written notice delivered by the Company to the Administrative Agent stating (1A) that a Mandatory Redemption Notice an Asset Sale Offer is being made pursuant to this Section 2.02(b2.02(c) and that all Notes tendered will be accepted for payment in full up to an aggregate face amount of such Notes equal toto the Asset Sale Offer Amount, (x) in the case of clause (i) above, one-hundred percent (100%) of the Net Cash Proceeds of the applicable Asset Sale or Event of Loss, as applicable, less the applicable Reinvestment Deferred Amount, if any, (y) in the case of clause (ii) above, fifty percent (50%) of the Net Cash Proceeds of the applicable Debt Issuance, and (z) in the case of clause (iii) or (iv) above, twenty-five (25%) of the Net Cash Proceeds of the relevant Equity Issuance or Exercise Event, as applicable, (2B) the purchase price (which shall be as specified in clauses (iSection 2.02(c)(i), (ii) and (iii) above) and the purchase date (which shall be ten (10) five Business Days after the date such notice is sent) with respect to such event Asset Sale Offer (the “Mandatory Asset Sale Offer Payment Date”), (C) that in the event the aggregate face amount of Notes tendered by the Holders in respect of such Asset Sale Offer exceeds the applicable Asset Sale Offer Amount, the Notes of each tendering Holder shall be repurchased in an amount equal to such Holder’s Pro Rata Share of the Asset Sale Offer Amount, and (3D) that any Notes not tendered or not repurchased will continue to remain outstandingoutstanding and accrue interest. On The Administrative Agent shall promptly deliver a copy of such notice to each Holder and, on or before the second Business Day prior to the applicable Mandatory such Asset Sale Payment Date, each Holder shall notify the Issuer in writing Administrative Agent and the Company of the amount of such Holder’s Notes eligible for redemption that Notes, if any, which such Holder wishes to tender for purchase pursuant to such Mandatory Redemption Asset Sale Offer; provided that, in the event any Holder does not so notify the Issuer Administrative Agent and the Company on or before such second Business Day, such Holder shall be deemed to have elected not to tender any of such Holder’s Notes for purchase. On the Mandatory Asset Sale Offer Payment Date, the Issuer or any of its Subsidiaries Company shall deliver to the Administrative Agent, for the account of any Holders that have elected to tender all or any portion of their respective Notes for purchase pursuant to such Mandatory Redemption Asset Sale Offer, an amount equal to the aggregate purchase price for such Notes. Upon receipt by any Holder of the purchase price for the Notes which such Holder has elected to tender for purchasepurchase (or, if less, such Holder’s Pro Rata Share of the Asset Sale Offer Amount), such Holder shall deliver to the Issuer Administrative Agent an aggregate principal face amount of Notes equal to not less than the amount of Notes of such Holder so tenderedtendered (or such lesser amount, as the case may be), which Notes shall be cancelled returned by the IssuerAdministrative Agent to the Company for cancellation. In the event such aggregate principal face amount of the Notes of such Holder delivered to the Issuer Administrative Agent exceeds the aggregate principal face amount of the Notes of such Holder so tenderedrepurchased, the Issuer Company shall deliver to such Holder a new Note or Notes in an aggregate principal face amount equal to the amount of such excess.