Common use of Offer to Purchase by Application of Excess Proceeds or Excess Loss Proceeds Clause in Contracts

Offer to Purchase by Application of Excess Proceeds or Excess Loss Proceeds. In the event that, pursuant to Sections 4.10 or 4.19 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or an “Event of Loss Offer,” respectively), it will follow the procedures specified below. The Asset Sale Offer or the Event of Loss Offer, as applicable, shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets or loss proceeds. The Asset Sale Offer or the Event of Loss Offer, as applicable, will 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 will apply all Excess Proceeds or Excess Loss Proceeds, as applicable (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer or the Event of Loss Offer, as applicable. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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 and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Event of Loss Offer, as applicable. Upon the commencement of an Asset Sale Offer or the Event of Loss Offer, as applicable, the Company will send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or the Event of Loss Offer, as applicable. The notice, which will govern the terms of the Asset Sale Offer or the Event of Loss Offer, as applicable, will state:

Offer to Purchase by Application of Excess Proceeds or Excess Loss Proceeds. In the event that, pursuant to Sections 4.10 4.09, 4.16 or 4.19 hereof4.22, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer,” an “Excess Loss Offer” or an a “Event of Loss Project Document Termination Payment Offer,” respectively), it will follow the procedures specified below. The Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, loss proceeds or loss proceedsproject document termination payments. The Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, with respect to all Holders will 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 will apply all Excess Proceeds, Excess Loss Proceeds or Excess Loss ProceedsProject Document Termination Payments, as applicable (the “Offer Amount”) ), to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable. Payment for any Notes so purchased will be made in the same manner as interest payments are mademade hereunder. 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 and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable. Upon the commencement of an Asset Sale Offer, Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, the Company will send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable. The notice, which will govern the terms of the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, will state:

Offer to Purchase by Application of Excess Proceeds or Excess Loss Proceeds. In the event that, pursuant to Sections 4.10 4.09, 4.14 or 4.19 hereof4.19, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”, an “Excess Loss Offer” or an a “Event of Loss Project Document Termination Payment Offer,” respectively), it will follow the procedures specified below. The Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, loss proceeds or loss proceedsproject document termination payments. The Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, with respect to all Holders will 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 Applicable Law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds, Excess Loss Proceeds or Excess Loss ProceedsProject Document Termination Payments, as applicable (the “Offer Amount”) ), to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable. Payment for any Notes so purchased will be made in the same manner as interest payments are mademade hereunder. 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 and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable. Upon the commencement of an Asset Sale Offer, Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, the Company will send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable. The notice, which will govern the terms of the Asset Sale Offer, the Excess Loss Offer or the Event of Loss Project Document Termination Payment Offer, as applicable, will state:

Offer to Purchase by Application of Excess Proceeds or Excess Loss Proceeds. In the event that, pursuant to Sections (i) Section 4.10 or 4.19 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or ”) and (ii) Section 4.22 hereof, the Company is required to commence an “Event of Loss Offer,” respectively), it will follow the procedures specified below. The Asset Sale Offer or the Event of Loss Offer, as applicable, shall be made to all Holders of the Notes and all holders of other Indebtedness that is pari passu secured equally and ratably with the Notes on the Notes Priority Collateral containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets or loss proceedsproceeds from events of loss, as applicable. The Asset Sale Offer or the Event of Loss Offer, as applicable, will 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 will apply all Excess Proceeds or Excess Loss Proceeds, as applicable (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer or the Event of Loss Offer, as applicable. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Dateinterest payment date, any accrued and unpaid interest and Additional InterestLiquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Event of Loss Offer, as applicable. Upon the commencement of an Asset Sale Offer or the Event of Loss Offer, as applicable, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or the Event of Loss Offer, as applicable. The notice, which will govern the terms of the Asset Sale Offer or the Event of Loss Offer, as applicable, will state: