Common use of Offer to Repurchase Clause in Contracts

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In If a Change of Control Repurchase Event occurs, unless the event that, pursuant Company has exercised its right to redeem the Notes as described in Section 3.73.01, the Issuer is required to commence Company shall make an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase each Holder of Notes and such Pari Passu Indebtedness, if to repurchase all or any part (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount denominations of $2,000 and integral multiples of $1,000 principal amount) of that Holder’s Notes at a repurchase price in excess thereof only; (vi) that Holders electing cash equal to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option 101% of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes andrepurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offer to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than 10 days and no later than 60 days from the date such notice is mailed. The notice shall, if applicablemailed prior to the date of consummation of the Change of Control, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds state that the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness offer to be purchased or prepaid, on a pro rata basis based purchase is conditioned on the principal amount Change of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, Control Repurchase Event occurring on or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount prior to the unpurchased portion payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes surrendered (as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or transferred by book-entry transfer). (d) On or before regulations conflict with the Purchase DateChange of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the Change of Control Repurchase Event payment date, the Company shall, to the extent lawful, : (a) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment all Notes or portions thereof of Notes properly tendered pursuant to its offer; (b) deposit with the Offer Paying Agent an amount equal to Repurchase, or if less than the Offer Amount has been tendered, aggregate purchase price in respect of all Notes or portions of Notes properly tendered, and shall ; and (c) deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted accepted, together with an Officer’s Certificate stating that such the aggregate principal amount of Notes or portions thereof were accepted for payment being purchased by the Issuer in accordance with the terms of this Section 5.9Company. The Issuer, the Depositary or the Paying Agent, as the case may be, shall Agent will 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 of Notes properly tendered the purchase price of for the Notes tendered by such Holder and accepted by the Issuer for purchaseNotes, and the Issuer shall Trustee will promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book book-entry) such to each Holder a new Note to such Holder, equal in a principal amount equal to any unpurchased portion of the any Notes surrendered; provided that each new Note surrendered. Any Note not so accepted shall will be promptly mailed in a principal amount of $2,000 or delivered by the Issuer to the Holder an integral multiple of $1,000 in excess thereof. The Issuer Company shall publicly announce not be required to make an offer to repurchase the results Notes upon a Change of Control Repurchase Event if a third party makes an offer in the Offer to Repurchase on manner, at the Purchase Datetimes and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof onlyonly (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof); (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchasedpurchased (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof)); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes Notes, including an Asset Sale Offer (an “Offer to Repurchase”), it shall follow the procedures specified below:. (a) The Offer to Repurchase shall remain open for a the period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law provided for in Section 3.7(h) (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Net Cash Proceeds, as applicable (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall sendsend electronically, or mail by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and the Minimum Denomination or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary Issuer or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000the Minimum Denomination, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and the Issuer shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary Issuer 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:. (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other Pari Passu Indebtedness, if any any, (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, any accrued and unpaid interest, if any, interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Daterecord date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes Note purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, other Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer other Pari Passu Indebtedness shall select such other Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and other Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after on the Purchase Date) Date mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall will follow the procedures specified below: (a) The Offer to Repurchase shall will remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall Issuers will apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Lien Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall will be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall will be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, Issuers will deliver a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall will govern the terms of the Offer to Repurchase, shall will state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall will remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and 2,000.00 or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall will be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegramfacsimile transmission, telex, facsimile transmission pdf communication sent via electronic means or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Lien Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall will select the Notes and, if applicable, the Issuer shall Issuers will select such Pari Passu Lien Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Lien Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, 2,000.00 or integral multiples of $1,000 1.00 in excess thereof shall be purchasedare redeemed); and (ix) that Holders whose Notes were purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shallIssuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall will 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer shall Issuers will promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer shall Issuers will publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer Company is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:. (a) The Offer to Repurchase shall remain open for a the period provided for in the definition of at least 10 days following its commencement and not more than 60 days, except “Offer to the extent that a longer period is required by applicable law Purchase” (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds or Net Cash Proceeds, as applicable (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Company shall send, by first class mail, send a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and the Minimum Denomination or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerCompany, the a Depositary, if appointed by the IssuerCompany, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary Company or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Company shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Company so that only Notes in minimum denominations of $2,000the Minimum Denomination, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and the Company shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Company in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon written request from the IssuerCompany, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the applicable Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in (a) with respect to the Dollar Notes, a minimum principal amount of $2,000 150,000 and integral multiples of $1,000 in excess thereof only and (b) with respect to the Euro Notes, a minimum principal amount of €100,000 and integral multiples of €1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the applicable Depositary, if appointed by the Issuer, or the applicable 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 Issuer, the applicable Depositary or the applicable Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the applicable Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in (a) with respect to the Dollar Notes, minimum denominations of $2,000150,000, or integral multiples of $1,000 in excess thereof and (b) with respect to the Euro Notes, minimum denominations of €100,000, or integral multiples of €1,000, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the applicable Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the applicable Depositary, the Common Depositary or each of the applicable Paying AgentAgents, 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In (i) Upon the event that, pursuant to Section 3.7occurrence of a Change of Control, the Issuer is required to commence Company will make an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all Holders or any part (equal to U.S.$1,000 or an integral multiple of U.S.$1,000) of each Holder's Notes at a purchase the Notes (an “Offer price equal to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination 101% of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any aggregate principal amount thereof plus accrued and unpaid interest, if any, shall be paid on the Notes repurchased to the Person in whose name a Note is registered at date of purchase (the close "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to RepurchaseControl, the Issuer shall send, by first class mail, Company will mail a notice to each Holder setting forth the Trustee, procedures governing the Paying Agent and each Change of Control Offer as required by the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7, and the length of time the Offer to Repurchase shall remain open;Indenture. (ii) If the Offer AmountCompany or a Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds U.S.$10.0 million, the Company will make an offer (an "ASSET SALE OFFER") to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase price and or redeem with the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment proceeds of sales of assets pursuant to Section 3.09 of the Offer Indenture to Repurchase shall cease purchase the maximum principal amount of Notes and other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to accrue 100% of the principal amount thereof plus accrued and unpaid interest after thereon, if any, to the Purchase Date; (v) date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that Holders electing to have a Note purchased the aggregate amount of Notes and other PARI PASSU Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other PARI PASSU Indebtedness to Repurchase be purchased on a PRO RATA basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with by completing the form entitled “"Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than " on the expiration reverse of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)Notes. (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In (i) If within three years of the event thatEffective Date, pursuant to Section 3.7a Change of Control Event is consummated: (1) within 45 days after the date of the consummation of any Change of Control Event (the “Change of Control Event Date”), the Issuer is required to commence Company or the surviving Person (if other than the Company) shall notify the Warrant Agent in writing of such occurrence and shall make an offer to purchase from all Holders (the “Change of Control Offer”) all outstanding Warrants (other than each Holder’s Carryover Warrants, if any) at a purchase price equal to purchase the Notes Change of Control Payment Amount on the Change of Control Payment Date in accordance with the procedures set forth in this Section 13(b); and (an “2) within 45 days of the Change of Control Event Date, the Company or the surviving Person (if other than the Company) shall also cause (i) a notice of the Change of Control Offer to Repurchase”)be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States, it shall follow and (ii) the procedures specified belowWarrant Agent to send by first-class mail, postage prepaid to each Holder, at the address appearing in the warrant register, a notice stating: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Change of Control Offer to Repurchase is being made pursuant to this Section 5.9 13(b) and Section 3.7that all Warrants tendered will be accepted for payment of the Change of Control Payment Amount, and otherwise subject to the length of time the Offer to Repurchase shall remain openterms and conditions set forth herein; (iib) the Offer Amount, Change of Control Payment Amount and the purchase price date (which shall be a business day no earlier than 20 business days and no later than 30 business days from the Purchase date such notice is mailed (the “Change of Control Payment Date”)); (iiic) that any Note Warrant not tendered or accepted for payment shall continue to accrue interestwill remain outstanding; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (vd) that Holders electing accepting the offer to have a Note their Warrants purchased pursuant to an a Change of Control Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall will be required to surrender surrender, in the Notecase of Global Warrant Certificates, with the form entitled “Option of Holder to Elect Purchase” attached Global Warrant Certificates representing such Warrants to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the Paying Warrant Agent at the address specified in the notice at least three days before prior to the Purchase close of business on the third business day preceding the Change of Control Payment Date; (viie) that Holders shall will be entitled to withdraw their election acceptance if the Issuer, the Depositary or the Paying Agent, as the case may be, Warrant Agent receives, not later than the close of business on the expiration third business day preceding the Change of the Offer PeriodControl Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount number of Notes the Holder delivered Warrants tendered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Notes Warrants purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ixf) that Holders whose Notes were Warrants are being purchased only in part shall will be issued new Notes equal in principal amount to Warrants representing (1) the unpurchased portion of the Notes Warrants surrendered and (2) the Carryover Warrants, if any; provided that each such new Warrant issued shall be in denominations of one Warrant and integral multiples thereof; (g) any other procedures that a Holder must follow to accept a Change of Control Offer or transferred by book-entry transfer)effect withdrawal of such acceptance; and (h) the name and address of the Warrant Agent. (dii) On or before the Purchase Change of Control Payment Date, the Issuer Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof payment Warrants tendered pursuant to the Change of Control Offer and (ii) deposit with the Warrant Agent money sufficient to Repurchase, or if less pay the Change of Control Payment Amount for all Warrants (other than the Offer Amount has been Carryover Warrants, if any) so tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary or the Paying Agent, as the case may be, Warrant Agent shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder holder of Warrants so accepted, payment in an amount equal to the purchase price applicable Change of the Notes tendered by such Holder and accepted by the Issuer for purchaseControl Payment Amount, and the Issuer Company shall promptly issue a new Noteexecute and issue, and the Trustee, upon written request from the Issuer, Warrant Agent shall promptly authenticate and mail a new Global Warrant Certificate or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount issue Book-Entry Warrants equal to (1) any unpurchased portion of the Note Warrants surrendered. Any Note not so accepted , and (2) the Carryover Warrants (if any); provided that each such new Warrants shall be promptly mailed or delivered by issued in denominations of one Warrant and integral multiples thereof. (iii) The provisions of this Section 13(b) are subject, in all cases, to any applicable requirements under the Issuer to Securities Act and the Holder thereofExchange Act and the respective rules and regulations promulgated thereunder. The Issuer shall publicly announce Where there is any inconsistency between the results requirements of the Offer to Repurchase on Securities Act or the Purchase DateExchange Act or the rules and regulations promulgated thereunder and the requirements of this Section 13(b), the requirements of the Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder, shall supersede.

Offer to Repurchase. In If the event thatSeries D Perpetual Preferred Shares shall have not been exchanged for Common Shares, pursuant Class B Convertible Common Shares or Class C Convertible Common Shares, as the case may be, in accordance with Section 6(a) prior to Section 3.7December 31, 2006, the Issuer is required Company shall use its reasonable best efforts, subject to commence the conditions set forth below, in each calendar year beginning with 2007 so long as no such mandatory exchange has occurred and the Series D Perpetual Preferred Shares remain outstanding, to issue and sell in a Public Offering a number of Common Shares sufficient to produce net proceeds in an amount at least equal to $100,000,000, shall make an offer to all Holders holders of outstanding Series D Perpetual Preferred Shares to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instancepurchase, on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes Series D Perpetual Preferred Shares having up to $100,000,000 in Series D Perpetual Preferred Liquidation Preference and other Indebtedness tendered in response shall purchase such Series D Perpetual Preferred Shares from holders responding to such offer to purchase at a price equal to the Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close greater of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7Series D Perpetual Preferred Liquidation Preference, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amountproduct of the Exchange Ratio multiplied by the price per Common Share realized by the Company in such Public Offering. However, the purchase price and the Purchase Date; (iii) that any Note Company will not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender sell any Common Shares for such purpose if (i) such use of proceeds from the Note, with sale of the form entitled “Option Common Shares would have a negative impact on the Company's then current credit ratings or (ii) the price per share of Holder to Elect Purchase” attached any of the Common Shares would be less than 75% of the then existing Market Price per share of the Common Shares. EXHIBIT C Form of Registration Rights Agreement PXRE GROUP LTD. SERIES D PERPETUAL PREFERRED SHARES REGISTRATION RIGHTS AGREEMENT To the Purchasers named in Exhibit A to the Notes completedPurchase Agreement Ladies and Gentlemen: PXRE Group Ltd., or transfer by book-entry transfera Bermuda corporation (the "Company"), proposes to issue and sell in a private placement pursuant to Section 4(2) of the Securities Act (as defined below) (such issuance and sale, the "Initial Placement") to the Issuer, the Depositary, if appointed by the Issuer, or the Paying Agent at the address specified several parties named in the notice at least three days before Exhibit A to the Purchase Date; Agreement (viithe "Initial Purchasers") that Holders shall be entitled to withdraw their election if for whom you (the Issuer"Representatives") are acting as representatives, upon the Depositary or terms set forth in a purchase agreement dated September 29, 2005 (the Paying Agent"Purchase Agreement"), as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the $[ ] aggregate principal amount of Notes andits Series D Perpetual Preferred Shares, if applicablepar value $1.00 per share (the "Preferred Shares"). The Preferred Shares will be manditorily exchanged into Common Shares, Pari Passu Indebtednesspar value $1.00 per share, if anyof the Company ("Common Shares"), surrendered by Holders thereof exceeds upon the Offer Amountsatisfaction of certain conditions as set forth in the Private Placement Memorandum. As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Trustee or Company agrees with you, (i) for your benefit and (ii) for the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion benefit of the Notes surrendered holders from time to time of the Preferred Shares and the Common Shares issuable upon conversion of the Preferred Shares (or transferred by book-entry transferincluding you). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.follows:

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtednessother First Lien Obligations, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and €100,000 or an integral multiples multiple of $€1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the a Common Depositary, if appointed by the IssuerIssuers, or the 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 IssuerIssuers, the Common Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtednessother First Lien Obligations, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Issuers shall select such Pari Passu Indebtedness other First Lien Obligations to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtednessother First Lien Obligations, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000€100,000, or integral multiples of $€1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Common Depositary 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it they shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and 150,000 or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the IssuerIssuers, or the 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 IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Issuers shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000150,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 daysBusiness Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the a Depositary, if appointed by the IssuerIssuers, or the 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 IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Issuers shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request receipt of an Authentication Order from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall will follow the procedures specified below: (a) The Offer to Repurchase shall will remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall Issuers will apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall will be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall will be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall Issuers will send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall will govern the terms of the Offer to Repurchase, shall will state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall will remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in a minimum amount of $2,000 or an integral multiple of $1.00 in excess thereof) only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the a Depositary, if appointed by the IssuerIssuers, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall will be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall will select the Notes and, if applicable, the Issuer shall Issuers will select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, 2,000 or integral multiples of $1,000 in excess thereof shall (or if a PIK Payment has been made, in minimum denominations of $2,000 or integral multiples of $1.00 in excess thereof), will be purchased); and (ix) that Holders whose Notes were purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shallIssuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall will 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer shall Issuers will promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer shall Issuers will publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and 150,000 or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the a Depositary, if appointed by the IssuerIssuers, or the 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 IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Issuers shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000150,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7Sections 5.10 or 5.15 hereof, the Issuer is Company shall be required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”)Purchase, it shall follow the procedures specified below: (a) . The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Company shall send, by first class mail, a notice of such Offer to Purchase to the Trustee, the Paying Agent Trustee and each of the Holders. The notice Holders which shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the such Offer to RepurchasePurchase. The noticenotice of Offer to Purchase, which shall govern the terms of the Offer to RepurchasePurchase, shall state: (ia) that the Offer to Repurchase Purchase is being made pursuant to this Section 5.9 3.01 and Section 3.75.10 or 5.15 hereof, and as applicable, the length of time the that such Offer to Repurchase Purchase shall remain openopen and that all Securities validly tendered will be accepted for payment on a pro rata basis; (iib) the Offer Amount, the purchase price and the Purchase Payment Date; (iiic) that any Note Security not tendered or accepted for payment shall continue to accrue interestinterest pursuant to its terms; (ivd) that, unless the Issuer Company defaults in making such paymentpayment of the purchase price, any Note Security accepted for payment pursuant to the an Offer to Repurchase Purchase shall cease to accrue interest on or after the Purchase Payment Date; (ve) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes Security purchased pursuant to any Offer to Repurchase Purchase shall be required to surrender the Note, Security together with the form entitled “"Option of the Holder to Elect Purchase” attached to " on the Notes reverse side of the Security completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before prior to the Purchase close of business on the Business Day immediately preceding the Payment Date; (viif) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, Agent receives, not later than the close of business on the expiration date of the Offer Periodto Purchase, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes Securities purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ixg) that Holders whose Notes were Securities are being purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes surrendered (Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or transferred by book-entry transfer).an integral multiple thereof; and (dh) On that no representation is made as to the correctness or before accuracy of the Purchase DateCUSIP number, if any, listed in such notice or printed on the Securities. Without limiting the foregoing, the Issuer shall, notice shall also contain information concerning the business of the Company and its Restricted Subsidiaries which the Company in good faith believes will enable such Holders to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant make an informed decision with respect to the Offer to RepurchasePurchase which at a minimum will include (i) the most recent annual and quarterly financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the documents required to be supplied to the Trustee pursuant to Section 5.03 (which requirements may be satisfied by delivery of such documents together with the notice), or if less than (ii) a description of material developments in the Company's business subsequent to the date of the latest of such financial statements referred to in clause (i) (including a description of the events requiring the Company to make the Offer Amount has been tenderedto Purchase), all Notes tendered(iii) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and shall deliver or cause the events requiring the Company to make the Offer to Purchase and (iv) any other information required by applicable law to be included therein. At the Company's request, the Trustee shall give the notice of Offer to Purchase in the Company's name and at its expense; PROVIDED, HOWEVER, that the Company shall have delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause at least 30 days prior to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on Purchase, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The Trustee shall act as Paying Agent for an Offer to Purchase. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities in connection with an Offer to Purchase. To the extent that the provisions of any securities laws and regulations conflict with the Offer to Purchase Dateprovisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

Offer to Repurchase. In (a) Upon the event that, pursuant to Section 3.7occurrence of a Change of Control, the Issuer is required to commence Company shall make an offer to all Holders to repurchase all (equal to US$1,000 or an integral multiple of US$1,000) of such Holder’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount of each accepting Holder’s Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, thereon, on the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) repurchased to the purchase date in accordance with the procedures set forth in Section 3.09 of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1Indenture. (b) If the Purchase Date is on Company or after a Record Date and on or before Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the related Interest Payment DateIndenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$15.0 million. Thereafter, the Company shall commence an Asset Sale Offer by applying the Excess Proceeds pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, shall be paid to the Person Purchase Date in whose name a Note is registered at accordance with the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each procedures set forth in Section 3.09 of the HoldersIndenture. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to To the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) extent that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7, and the length aggregate amount of time the Offer to Repurchase shall remain open; Notes (iiincluding Additional Notes) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender is less than the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerExcess Proceeds, the Depositary, if appointed Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amountamount of Excess Proceeds, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)basis. (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary, the Common Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000€100,000, or integral multiples of $1,000 in excess thereof €1,000, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In If the event that, pursuant to Section 3.7Company effects a Qualified Public Offering, the Issuer is required Company shall deliver a written notice thereof within two (2) Business Days prior to commence an the occurrence of such Qualified Public Offering by electronic mail and overnight courier to all, but not less than all, of the holders of the Notes (the “Offer to Repurchase Notice”) and offer to all Holders to purchase the Notes repurchase (an “Offer to Repurchase”) a portion of this Note equal to the Holder Repurchase Amount at a price equal to the Conversion Amount being redeemed (the “Repurchase Price”), it shall follow . At any time after the procedures specified below: (a) The receipt by the Holder of an Offer to Repurchase shall remain open for Notice, the Holder may require the Company to redeem at the Repurchase Price, up to a period Conversion Amount of at least 10 days following its commencement and not more than 60 days, except this Note equal to the extent that a longer period is required Holder Repurchase Amount by applicable law delivering written notice thereof (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer AmountAcceptance Notice”) to the purchase of Notes and such Pari Passu IndebtednessCompany, if any (in each instance, on a pro rata basis, if applicable), or, if less than which Acceptance Notice shall indicate the Offer Conversion Amount has been tendered, all Notes and other Indebtedness tendered in response to the Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary Note the Holder is electing to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7, redeem and the length of time date chosen by the Holder on which the Offer to Repurchase shall remain open; occur (the “Offer to Repurchase Date”). Each Offer to Repurchase Notice shall (i) describe the Qualified Public Offering, including, without limitation a certification by the Company’s Chief Financial Officer demonstrating the calculation of the aggregate Available Proceeds received by the Company and (ii) state the maximum Repurchase Price to be paid to the Holder on such date. The Company shall publicly disclose (as part of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or on a Current Report on Form 8-K or otherwise), that (i) a Qualified Public Offering has occurred and that, pursuant to the terms of the Notes, the Holder may require the Company to redeem at the Repurchase Price the applicable portion of the Notes equal to the Holder Repurchase Amount with any Available Proceeds received therefrom and (ii) the Offer Amount, amount of Available Proceeds received from Qualified Public Offering. In the purchase price and event that the Purchase Date; (iii) that any Note not tendered or accepted for payment Company shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to subsequently determine after the Offer to Repurchase shall cease to accrue interest after Date that the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an actual Available Proceeds received exceeded the amount set forth in the applicable Offer to Repurchase Notice, the Company shall promptly make an additional Offer to Repurchase of the Notes in an amount equal to such excess (an “Additional Offer to Repurchase”), and the Company shall concurrently therewith (i) deliver to each holder of Notes a certificate of the Chief Financial Officer demonstrating the derivation of such excess and (ii) if an Additional Offer to Repurchase is material, publicly disclose (as part of a Current Report on Form 8-K, or otherwise) the making of such additional Offer to Repurchase, including, without limitation, the additional Conversion Amount of Notes that may be repurchased. If one or more holders of Other Notes does not elect to have require the Company to redeem its Note with its full Holder Repurchase Amount, the Company shall promptly make additional Offers to Repurchase for Notes purchased in a minimum principal amount held by the holders of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) Notes that Holders electing previously elected to have Notes purchased pursuant require the Company to any Offer redeem its Note for its full Holder Repurchase Amount. Such additional Offers to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered repeated pursuant to the terms of this Section 8 until all Available Proceeds have been used to redeem the Notes or all holders of Notes have failed to elect to have their Notes redeemed for their maximum amount hereunder. On the Offer to Repurchase, or if less than Repurchase Date the Offer Amount has been tendered, all Notes tendered, and Company shall deliver or shall cause to be delivered to the Trustee or Holder the Repurchase Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Company. Offers to Repurchase made pursuant to this Section 8 shall be made in accordance with Section 11. To the terms extent redemptions required by this Section 8 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. All Conversion Amounts converted by the Holder after the Offer to Repurchase Notice Date shall reduce the Holder Repurchase Amount of this Section 5.9Note required to be redeemed on the Offer to Repurchase Date, unless the Holder otherwise indicates in the applicable Conversion Notice. The Issuer, parties hereto agree that in the Depositary 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 event of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to Company’s redemption of any unpurchased portion of the Note surrendered. Any Note not so accepted shall under this Section 8, the Holder’s damages would be promptly mailed or delivered by the Issuer uncertain and difficult to the Holder thereof. The Issuer shall publicly announce the results estimate because of the Offer parties’ inability to Repurchase on predict future interest rates and the Purchase Dateuncertainty of the availability of a suitable substitute investment opportunity for the Holder.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall will follow the procedures specified below: (a) The Offer to Repurchase shall will remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall Issuers will apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Lien Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall will be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall will be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, Issuers will deliver a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall will govern the terms of the Offer to Repurchase, shall will state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall will remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and 2,000.00 or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the Depositary, if appointed by the Issuer, or the Paying Agent Issuers at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall will be entitled to withdraw their election if the Issuer, the Depositary Issuers or the Paying AgentDepositary, as the case may be, receives, not later than on the expiration of the Offer Period, a telegramfacsimile transmission, telex, facsimile transmission pdf communication sent via electronic means or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Lien Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall will select the Notes and, if applicable, the Issuer shall Issuers will select such Pari Passu Lien Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Lien Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, 2,000.00 or integral multiples of $1,000 1.00 in excess thereof shall be purchasedare redeemed); and (ix) that Holders whose Notes were purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shallIssuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary Issuers or the Paying AgentDepositary, as the case may be, shall will 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer shall Issuers will promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer shall Issuers will publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7Sections 5.10 or 5.15 hereof, the Issuer is Company shall be required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”)Purchase, it shall follow the procedures specified below: (a) . The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Company shall send, by first class mail, a notice of such Offer to Purchase to the Trustee, the Paying Agent Trustee and each of the Holders. The notice Holders which shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the such Offer to RepurchasePurchase. The noticenotice of Offer to Purchase, which shall govern the terms of the Offer to RepurchasePurchase, shall state: (ia) that the Offer to Repurchase Purchase is being made pursuant to this Section 5.9 3.01 and Section 3.75.10 or 5.15 hereof, and as applicable, the length of time the that such Offer to Repurchase Purchase shall remain openopen and that all Securities validly tendered will be accepted for payment on a pro rata basis; (iib) the Offer Amount, the purchase price and the Purchase Payment Date; (iiic) that any Note Security not tendered or accepted for payment shall continue to accrue interestinterest pursuant to its terms; (ivd) that, unless the Issuer Company defaults in making such paymentpayment of the purchase price, any Note Security accepted for payment pursuant to the an Offer to Repurchase Purchase shall cease to accrue interest on or after the Purchase Payment Date; (ve) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes Security purchased pursuant to any Offer to Repurchase Purchase shall be required to surrender the Note, Security together with the form entitled “"Option of the Holder to Elect Purchase” attached to " on the Notes reverse side of the Security completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before prior to the Purchase close of business on the Business Day immediately preceding the Payment Date; (viif) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, Agent receives, not later than the close of business on the expiration date of the Offer Periodto Purchase, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes Securities purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ixg) that Holders whose Notes were Securities are being purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes surrendered (Securities surrendered, which unpurchased portion must be equal to $1.00 in principal amount or transferred by book-entry transfer).an integral multiple thereof; and (dh) On that no representation is made as to the correctness or before accuracy of the Purchase DateCUSIP number, if any, listed in such notice or printed on the Securities. Without limiting the foregoing, the Issuer shall, notice shall also contain information concerning the business of the Company and its Restricted Subsidiaries which the Company in good faith believes will enable such Holders to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant make an informed decision with respect to the Offer to RepurchasePurchase which at a minimum will include (i) the most recent annual and quarterly financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the documents required to be supplied to the Trustee pursuant to Section 5.03 (which requirements may be satisfied by delivery of such documents together with the notice), or if less than (ii) a description of material developments in the Company's business subsequent to the date of the latest of such financial statements referred to in clause (i) (including a description of the events requiring the Company to make the Offer Amount has been tenderedto Purchase), all Notes tendered(iii) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and shall deliver or cause the events requiring the Company to make the Offer to Purchase and (iv) any other information required by applicable law to be included therein. At the Company's request, the Trustee shall give the notice of Offer to Purchase in the Company's name and at its expense; provided, however, that the Company shall have delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause at least 30 days prior to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on Purchase, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The Trustee shall act as Paying Agent for an Offer to Purchase. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities in connection with an Offer to Purchase. To the extent that the provisions of any securities laws and regulations conflict with the Offer to Purchase Dateprovisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall will follow the procedures specified below: (a) The Offer to Repurchase shall will remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall will apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall will be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall will be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall will send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall will govern the terms of the Offer to Repurchase, shall will state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall will remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 1 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall will be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall will select the Notes and, if applicable, the Issuer shall will select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, 2,000 or integral multiples of $1,000 1 in excess thereof shall be purchased)thereof; and (ix) that Holders whose Notes were purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shallwill, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary or the Paying Agent, as the case may be, shall will 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall will promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall will publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:. (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Proceeds Amount, as applicable (the “Offer Amount”) to the purchase of Notes and such other Pari Passu Indebtedness, if any any, (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, any accrued and unpaid interestinterest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Daterecord date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes Note purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, other Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer other Pari Passu Indebtedness shall select such other Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and other Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it they shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the a Depositary, if appointed by the IssuerIssuers, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Issuers shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after on the Purchase Date) Date mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.73.7 or 3.20, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:. (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Proceeds Amount, as applicable (the “Offer Amount”) to the purchase of Notes Notes, other First Lien Obligations and such other Pari Passu IndebtednessDebt, if any any, (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, any accrued and unpaid interestinterest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Daterecord date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.73.7 or 3.20, as applicable, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes Note purchased; (viii) that, if the aggregate principal amount of Notes Notes, other First Lien Obligations and, if applicable, other Pari Passu IndebtednessDebt, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes Notes, and the representative(s) for the holders of other First Lien Obligations and, if applicable, the Issuer other Pari Passu Debt shall select such other First Lien Obligations and Pari Passu Indebtedness Debt to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes Notes, other First Lien Obligations and other Pari Passu IndebtednessDebt, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary, the Common Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000€100,000, or integral multiples of $1,000 in excess thereof €1,000, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Common Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the TrusteeTrustee or the Authenticating Agent, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it they shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the a Depositary, if appointed by the IssuerIssuers, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Issuers shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after on the Purchase Date) Date mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:. (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchaseaccordance with Section 3.7. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, any accrued and unpaid interest, if any, interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Daterecord date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, or otherwise in accordance with the procedures of DTC, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes Note purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, other Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer trustee or agent for such other Pari Passu Indebtedness shall select such other Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and other Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer Company is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Company shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerCompany, the a Depositary, if appointed by the IssuerCompany, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Company shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Company so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Company in accordance with the terms of this Section 5.95.8. The IssuerCompany, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer Company for purchase, and the Issuer Company shall promptly issue a new Note, and the Trustee, upon written request from the IssuerCompany, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Company to the Holder thereof. The Issuer Company shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event thatIf, pursuant to Section 3.7at any time while any Series A Preferred Shares remain outstanding, the Issuer is required Company redeems or repurchases any of its Common Shares, Junior Shares, options or warrants that are convertible, exchangeable or exercisable for Common Shares after it has redeemed or repurchased from and after the Subscription Date an aggregate of US$2.0 billion of Common Shares (and/or Common Shares underlying any Junior Shares, options or warrants that are convertible, exchangeable or exercisable for Common Shares) (an "Offer to commence Repurchase Event"), the Company shall deliver a written notice thereof (an offer "Offer to Repurchase Notice") no later than five (5) Business Days following the end of the Calendar Quarter during which one or more Offer to Repurchase Events occurred to all, but not less than all, of the Holders (the date the Company delivers such notice to all Holders is referred to purchase the Notes as an "Offer to Repurchase Notice Date") and offer to repurchase (an “"Offer to Repurchase”") from each Holder a number of such Holder's Series A Preferred Shares equal to no less than such Holder's Offer to Repurchase Pro Rata Portion of the Offer to Repurchase Percentage of the Series A Preferred Shares then issued and outstanding (such number of Series A Preferred Shares, the "Offer to Repurchase Shares"), it shall follow the procedures specified below: (a) The . An Offer to Repurchase shall remain open offer to redeem each such Offer to Repurchase Share for cash at a period of at least 10 days following its commencement and not more than 60 days, except price equal to the extent that a longer period is required by applicable law Offer to Repurchase Price. Within twenty (the “Offer Period”). No later than five 20) Business Days after the termination of receipt by the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement Holder of an Offer to RepurchaseRepurchase Notice, each Holder may require the Issuer shall send, by first class mail, a notice Company to redeem to the Trusteefullest extent permitted by law and out of funds lawfully available therefor, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to at the Offer to RepurchaseRepurchase Price, up to the amount of such Holder's Offer to Repurchase Shares by delivering written notice thereof (an "Acceptance Notice") to the Company which Acceptance Notice shall indicate the number of Offer to Repurchase Shares that such Holder is electing to redeem and the wire instructions for the payment of the applicable Offer to Repurchase Price to such Holder. The noticeEach Offer to Repurchase shall occur on the thirtieth (30th) Business Day following the end of the Calendar Quarter during which one more Offers to Repurchase giving rise to the applicable Offer to Repurchase occurred (an "Offer to Repurchase Date"). Each Offer to Repurchase Notice shall (A) describe the applicable Offer to Repurchase Event, which shall govern including, without limitation, the terms calculation of the Offer to RepurchaseRepurchase Pro Rata Portion, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 Percentage and Section 3.7, and the length of time the Offer to Repurchase shall remain open; Price and (iiB) state the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the maximum Offer to Repurchase shall cease Price to accrue interest after the Purchase Date; (v) that Holders electing be paid to have a Note purchased pursuant to an such Holder on such Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Date. On the applicable Offer to Repurchase shall be required to surrender Date the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and Company shall deliver or shall cause to be delivered to the Trustee or Holder to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment fullest extent permitted by the Issuer in accordance with the terms law and out of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of funds lawfully available therefor the Offer to Repurchase Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company in its Acceptance Notice. Unless otherwise indicated in a Conversion Notice, all Series A Preferred Shares converted by the Holder after the Offer to Repurchase Notice Date shall reduce the Holder's right to require redemption of the Holder's Offer to Repurchase Shares on the Purchase Datea one-for-one basis.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 daysBusiness Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry bookentry transfer, to the IssuerIssuers, the a Depositary, if appointed by the IssuerIssuers, or the 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 IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer Issuers shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request receipt of an Authentication Order from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it they shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 ten days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer Issuers shall apply all Excess Proceeds less any Total Leverage Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Issuers shall send, by first class mailmail (or electronically for Global Notes), a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and 200,000 or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the either Issuer, the a Depositary, if appointed by the either Issuer, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the either Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the either Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the such Issuer so that only Notes in minimum denominations of $2,000200,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The Either Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer Issuers shall promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In (a) Upon a Change of Control, each Holder of Notes shall have the event thatright to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to Section 3.7the procedures required by such section and described in such notice, subject to the terms of the Indenture. (b) If Parent or any of its Restricted Subsidiaries consummates an Asset Sale, the Issuer is required Issuers shall make an Asset Sale Offer to commence all Holders of Notes, and may make an offer to all Holders holders of Pari Passu Secured Debt (and, with respect to purchase an Asset Sale of assets not constituting Collateral, all holders of Pari Passu Debt) containing provisions similar to those set forth in the Notes (an “Offer Indenture with respect to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”)Asset Sales, the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase maximum principal amount of Notes and such Pari Passu IndebtednessSecured Debt (and, if with respect to an Asset Sale of assets not constituting Collateral, such Pari Passu Debt) that may be purchased out of any (Excess Proceeds, at a purchase price in each instancecash in an amount equal to 100% of the principal amount thereof, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any plus accrued and unpaid interest, if any, shall be paid thereon to the Person in whose name a Note is registered at date of purchase, not more than 10 Business Days following the close of business on such Record Asset Sale Offer Trigger Date, and no additional interest shall be payable to Holders who tender Notes pursuant to in accordance with the Offer to Repurchase. (c) Upon procedures set forth in the commencement Indenture. To the extent that any Excess Proceeds remain after consummation of an Offer to RepurchaseAsset Sale Offer, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable Parent may use such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that Excess Proceeds for any Note purpose not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed otherwise prohibited by the Issuer, or the 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 Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu IndebtednessSecured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, Pari Passu Debt) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, Pari Passu Debt) to be purchased on a pro rata basis. Notwithstanding the foregoing, the Issuers will not be required to make an Asset Sale Offer in accordance with the procedures set forth in the Indenture until the aggregate amount of Excess Proceeds exceeds $7.5 million. (c) On June 30 and December 31 of each year, commencing December 31, 2009, the Issuers shall make a Semi-Annual Offer to purchase $10.0 million aggregate principal amount of Notes at a purchase price in cash equal to 100% of their principal amount, plus accrued and unpaid interest, if any, surrendered (to the date of purchase, in accordance with such adjustments as may the procedures set forth in the Indenture; provided that the Semi-Annual Offer Amount for the Semi-Annual Offer to be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000made on December 31, or integral multiples of $1,000 in excess thereof 2009 shall be purchased); and (ix) $7.5 million minus the amount of ATA Assets received by Parent and its Subsidiaries prior to December 31, 2009 that Holders whose are applied to the purchase of Notes were purchased only in part shall be issued new Notes equal in pursuant to an ATA Distribution Offer or the prepayment of the principal of loans outstanding under the Second Lien Credit Agreement. If the aggregate principal amount of Notes tendered pursuant to any Semi-Annual Offer exceeds the unpurchased portion of applicable Semi-Annual Offer Amount, the Trustee shall select the Notes surrendered (or transferred by book-entry transfer)to be purchased on a pro rata basis. (d) On If Parent or before any of its Subsidiaries or any of the Purchase Dateagents or lenders under the Existing Credit Agreement receives any ATA Assets, the Issuer shallIssuers shall make an ATA Distribution Offer to all Holders of Notes to purchase with all such ATA Excess Proceeds the maximum principal amount of Notes that may be purchased out of such ATA Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, not more than 10 Business Days following the ATA Distribution Offer Trigger Date, in accordance with the procedures set forth in the Indenture. To the extent lawfulthat any ATA Excess Proceeds remain after consummation of an ATA Distribution Offer, accept Parent may use such ATA Excess Proceeds for paymentany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such ATA Distribution Offer exceeds the amount of ATA Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis to basis. Notwithstanding the extent necessaryforegoing, the Issuers shall not be required to make an ATA Distribution Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms procedures set forth in the Indenture until the aggregate amount of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase DateATA Excess Proceeds exceeds $5.0 million.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is Issuers are required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall will follow the procedures specified below: (a) The Offer to Repurchase shall will remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall Issuers will apply all Excess Proceeds (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall will be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall will be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall Issuers will send, by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall will govern the terms of the Offer to Repurchase, shall will state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall will remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall will continue to accrue interest; (iv) that, unless the Issuer defaults Issuers default in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the IssuerIssuers, the a Depositary, if appointed by the IssuerIssuers, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall will be entitled to withdraw their election if the IssuerIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall will select the Notes and, if applicable, the Issuer shall Issuers will select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer Issuers so that only Notes in minimum denominations of $2,000, 2,000 or integral multiples of $1,000 in excess thereof shall be purchased)thereof; and (ix) that Holders whose Notes were purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shallIssuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer Issuers in accordance with the terms of this Section 5.95.8. The IssuerIssuers, the Depositary or the Paying Agent, as the case may be, shall will 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 Notes tendered by such Holder and accepted by the Issuer Issuers for purchase, and the Issuer shall Issuers will promptly issue a new Note, and the Trustee, upon written request from the IssuerIssuers, shall will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall will be promptly mailed or delivered by the Issuer Issuers to the Holder thereof. The Issuer shall Issuers will publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days 20 Business Days following its commencement and not more than 60 days30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and 150,000 or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Purchase Date;; [[5541447]] (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000150,000, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an The offer to all Holders to purchase repurchase the Notes (an “Offer to Repurchase”)Securities shall be in the form of a written notice and shall be mailed and published by the Company or, it shall follow at the procedures specified below: (a) The Offer to Repurchase shall remain open for a period Company's request, by the Trustee in the name and at the expense of at least 10 days following its commencement and the Company, not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of day on which the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to RepurchaseDelisting becomes effective. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a Such notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i1) the Repurchase Date, which shall in no event be later than 20 Business Days after written notice of the Delisting has been given to the Holders; (2) a brief description of the date of and events causing such Delisting; (3) the Repurchase Price, the calculation of the Repurchase Price and the method by which the Repurchase Price will be paid; (4) the names and addresses of all Paying Agents; (5) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Security to be repurchased; (6) that the Offer to Repurchase is Securities being made pursuant to this Section 5.9 and Section 3.7repurchased may be converted at any time during the Conversion Period, the Share Conversion Price, the date on which the Conversion Period for the Securities being repurchased will terminate and the length of time the Offer to Repurchase shall remain openplace or places where such Securities may be surrendered for conversion; (ii7) that the Offer Amount, offer to repurchase the purchase price and Securities shall remain open until the Purchase close of the business day prior to the Repurchase Date; (iii) that any Note not tendered 8) the place or accepted places where such Securities are to be surrendered for payment shall continue to accrue interestof the Repurchase Price; (iv9) thatthe ISIN number and/or Common Code. The notice containing the offer to repurchase the Securities shall also include a repurchase acceptance notice in such other form as may be approved by the Trustee, unless the Issuer defaults in making such payment, to be completed by any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders Holder electing to have a Note purchased pursuant all of its Securities repurchased and delivered to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the Paying Agent on any business day prior to the close of business 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 Issuer, the Depositary or the location of such Paying Agent, as the case may be, receives, not later than Agent on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount business day prior to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In (i) Subject to SECTION 7(b), in connection with any Fundamental Change other than a Fundamental Change in which Elevation or any of its Affiliates is the event that, pursuant acquiror or is otherwise a constituent party (or Affiliate thereof) to Section 3.7the transaction that results in such Fundamental Change, the Issuer is required to commence Company shall, or shall cause the Survivor of a Fundamental Change (such Survivor of a Fundamental Change, the “Acquirer”) to, make an offer to all Holders repurchase, at the option and election of the holder thereof, each share of Series C Preferred Stock then-outstanding (the “Fundamental Change Offer”) at a purchase price per share (such amount being the “Repurchase Price”) (x) in cash equal to purchase 101% of the Notes Regular Liquidation Preference or, (an y) at the sole election of the Company (the “Offer to RepurchaseCompany Election”), it shall follow the procedures specified below: (a) The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except subject to the extent that conditions set forth in SECTION 7(a)(ii) below, a longer period is required by applicable law number of shares of common stock (or American Depositary Shares (“ADSs”) or American Depositary Receipts (“ADRs”) in respect of such ADSs), which are publicly tradable and listed on an Exchange at the “Offer Period”). No later than five Business Days after the termination time of receipt, of the Offer Period Acquirer or any direct or indirect parent thereof (the such shares of common stock, “Purchase DateAcquirer Stock”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall send, by first class mail, a notice to the Trustee, the Paying Agent and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 and Section 3.7, and the length issuer of time such shares, the Offer “Successor Public Company”) with an aggregate market value (equal on a per share or per ADS/ADR basis to Repurchase the closing sale price for such security on the principal Exchange on which such security is traded, on the trading day immediately preceding the issuance of such common stock or ADSs/ADRs to the relevant holders of Series C Preferred Stock) equal to 105% of the Regular Liquidation Preference. The Company Election must be made in the Fundamental Change Notice delivered pursuant to SECTION 7(a)(iii) and shall remain open;become irrevocable from the date thereof unless otherwise consented to by the holders of a majority of the Class B Preferred Stock. (ii) The Company’s right to elect to pay the Offer Amount, Repurchase Price with Acquirer Stock is subject to the purchase price following conditions: (A) the issuance of the Acquirer Stock shall have been registered under the Securities Act; (B) Rule 145 promulgated under the Securities Act shall permit the sale of such Acquirer Stock by the holder thereof (and any of its Affiliates) within a period of three months immediately following the Purchase Repurchase Date; (C) the Acquirer Stock (or ADSs representing the Acquirer Stock, or ADRs in respect thereof) issued to the holders of Series C Preferred Stock shall be listed on an Exchange; (D) the aggregate number of shares of Acquirer Stock issuable to any record holder of Series C Preferred Stock and such holder’s Affiliates (including shares issuable in respect of both Series B Preferred Stock and Series C Preferred Stock) shall not exceed the lesser of the number of shares equal to (x) 4.9% of all then-outstanding shares of Acquirer Stock (based on the number of outstanding shares of Acquirer Stock set forth in Acquirer’s most recently available filing with the Securities and Exchange Commission) and (y) three (3) times the average daily trading volume of Acquirer Stock (or American Depositary Shares representing the Acquirer Stock, or American Depositary Receipts in respect thereof) on an Exchange for the four (4) weeks immediately preceding the Repurchase Date. (iii) The “Repurchase Date” shall be the date on which the Fundamental Change is consummated (provided that in the case of a Fundamental Change described in clause (ii) of the definition thereof, the Repurchase Date shall be a date no later than 20 days following the date of the first public announcement of such Fundamental Change having occurred (including, for these purposes, the filing of a Schedule 13D pursuant to the Exchange Act)). As soon as practicable after the announcement of such transaction or execution of such agreement providing for such Fundamental Change, the Company shall commence the Fundamental Change Offer by delivering a notice (the “Fundamental Change Notice”), not less than 10 nor more than 60 days prior to the expected Repurchase Date, addressed to the holders of record of the Series C Preferred Stock as they appear in the records of the Company as of the date of announcement of such transaction or execution of such agreement providing for such Fundamental Change. Each notice must state that: (A) the Fundamental Change Offer may be accepted by delivery of a written revocable notice specifying the number of shares to be repurchased; (B) the expected Repurchase Price as of the expected Repurchase Date (it being understood that the actual Repurchase Price will be determined as of the actual Repurchase Date); (C) the name of the paying agent to whom, and the address of the place to where, the Series C Preferred Stock are to be surrendered for payment of the Repurchase Price; (D) any Note shares of Series C Preferred Stock not tendered or accepted for payment shall continue to accrue interest;be outstanding and holders thereof shall remain entitled to, among other things, the payment of dividends thereon and exercise their conversion rights (whether on the date of consummation of the Fundamental Change or otherwise), (E) the consummation of the Fundamental Change Offer and the payment of the Repurchase Price shall be subject to the consummation of the Fundamental Change, and the Fundamental Change Offer shall not be consummated in the event the Company elects to effect a conversion pursuant to SECTION 5(c), and (F) the circumstances and material facts regarding such Fundamental Change. If the Fundamental Change is not consummated, the Fundamental Change Offer shall be automatically withdrawn. (iv) thatNotwithstanding this SECTION 7, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Fundamental Change Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender subject to, and be made in compliance with, Regulation 14E under the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or the 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 Issuer, the Depositary or the Paying AgentExchange Act and any other federal and state securities laws, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9including any applicable time periods. The Issuer, Company shall notify the Depositary 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 holders Series C Preferred Stock of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Fundamental Change Offer to on or as soon as practicable after the Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes Notes, including an Asset Sale Offer (an “Offer to Repurchase”), it shall follow the procedures specified below:. (a) The Offer to Repurchase shall remain open for a the period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law provided for in Section 3.7(i) (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Net Cash Proceeds, as applicable (the “Offer Amount”) ), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer shall sendsend electronically, or mail by first class mail, a notice to the Trustee, the Paying Agent Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the terms of the Offer to Repurchase, shall state: (i) that the Offer to Repurchase is being made pursuant to this Section 5.9 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Repurchase shall cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and the Minimum Denomination or an integral multiples multiple of $1,000 in excess thereof only; (vi) that Holders electing to have Notes purchased pursuant to any Offer to Repurchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, the a Depositary, if appointed by the Issuer, or the a Paying Agent at the address specified in the notice at least three days five Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary Issuer or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000the Minimum Denomination, or integral multiples of $1,000 in excess thereof thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and the Issuer shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.95.8. The Issuer, the Depositary Issuer 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

Offer to Repurchase. In the event that, pursuant to Section 3.7Sections 4.10 or 4.18 hereof, the Issuer is Company shall be required to commence an offer to all Holders to purchase the Notes Asset Sale Offer or a Change of Control Offer (an “Offer to Repurchase”either, a "Repurchase Offer"), it shall follow the procedures specified below: (a) . The Offer to Repurchase shall remain open for a period of at least 10 days following its commencement and not more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, 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 Offer to Repurchase. Payment for any Notes so purchased shall be made pursuant to Section 3.1. (b) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall 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 shall be payable to Holders who tender Notes pursuant to the Offer to Repurchase. (c) Upon the commencement of an Offer to Repurchase, the Issuer Company shall send, by first class mail, a notice of such Repurchase Offer to the Trustee, the Paying Agent Trustee and each of the HoldersHolders at the following times: (i) upon the commencement of an Asset Sale Offer or (ii) within 15 days following any Change of Control, as applicable. The notice of Repurchase Offer, which shall be sent to all Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the Offer to Repurchasesuch Repurchase Offer. The noticenotice of Repurchase Offer, which shall govern the terms of the Offer to RepurchaseRepurchase Offer, shall state: (ia) that the Repurchase Offer to Repurchase is being made pursuant to this Section 5.9 3.1 and Section 3.74.10 or 4.18 hereof, as applicable, and the length of time the that such Repurchase Offer to Repurchase shall remain open; (iib) in the Offer Amountcase of an Asset Sale Offer, the purchase price Asset Sale Offer Price and the Asset Sale Offer Period and the relevant repurchase date; (c) in the case of a Change of Control Offer, the Change of Control Purchase Price and the Change of Control Purchase Date; (iiid) that any Note Security not tendered or accepted for payment shall continue to accrete and accrue interest, as applicable; (ive) that, unless the Issuer Company defaults in making such payment, any Note Security accepted for payment pursuant to the a Repurchase Offer to Repurchase shall cease to accrue interest accrete after the Purchase Daterepurchase date; (vf) that Holders electing to have a Note purchased pursuant to an Offer to Repurchase may elect to have Notes purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have Notes Security purchased pursuant to any Repurchase Offer to Repurchase shall be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the Notes reverse of the Security completed, or transfer by book-entry transfer, to the IssuerCompany, the Depositary, if appointed by the Issuer, depositary or the a Paying Agent at the address specified in the notice at least three days before the Purchase Daterepurchase date; (viig) that Holders shall be entitled to withdraw their election if the IssuerCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Asset Sale Offer PeriodPeriod (with respect to an Asset Sale Offer) or not later than the close of business on the second Business Day preceding the applicable Change of Control Offer repurchase date (with respect to a Change of Control Offer), a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes Securities purchased; (viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by Holders thereof exceeds the Offer Amount, the Trustee or the Paying Agent shall select the Notes and, if applicable, the Issuer shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (d) On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee or to the Paying Agent, the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 5.9. The Issuer, the Depositary 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 Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.