Common use of REPURCHASE AT THE OPTION OF HOLDER Clause in Contracts

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. If a Change of Control Triggering Event occurs, unless the Issuers at such time have given notice of redemption pursuant to paragraph (a) If there is a Change or (b) of ControlSection 3.07 or Section 3.09 of the Indenture with respect to all outstanding Notes, each Holder the Issuers will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an in a minimum principal amount of €100,000 and integral multiple multiples of $€1,000 in excess of $2,000thereof) of each Holder’s Notes at pursuant to an offer to repurchase on the terms set forth in the Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuers will offer a purchase price payment in cash equal to 101% of the aggregate principal amount of the Notes being repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to being repurchased, to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, unless the Issuers at such time have given notice of redemption under the applicable provision of Section 3.07 or Section 3.09 of the Indenture with respect to all outstanding Notes, the Company Issuers will send a give prompt written notice to the Trustee and each Holder setting forth describing the procedures governing transaction or transactions and ratings downgrade that constitute the Change of Control Offer as Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the IndentureIndenture and described in such notice. The Company will not be required Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to make the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer upon a Change Triggering Event. To the extent that the provisions of Control, if (i) a third party makes any securities laws or regulations conflict with the Change of Control Offer in Triggering Event provisions of the mannerIndenture, at the time and otherwise in compliance Issuers shall comply with the requirements set forth in applicable securities laws and regulations and shall not be deemed to have breached their obligations under Section 4.14(a) 4.07 of the Indenture applicable to a Change by virtue of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offersuch conflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damagesinterest, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the a Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the such Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered and not withdrawn at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damagesinterest, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder (with a copy to the Trustee) setting forth the procedures governing the Change of Control Offer as required by the Indenture. The If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, unless waived or modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will not be required commence an offer to make all Holders of Notes (with a Change copy to the Trustee) and all holders of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance other Indebtedness that is pari passu with the requirements Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with Section 4.14(a) 3.09 of the Indenture applicable to a Change purchase the maximum principal amount of Control Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer made by will be equal to 100% of the Company principal amount plus accrued and purchases all Notes properly tendered and not withdrawn under the Change of Control Offerunpaid interest, (ii) notice of redemption of all outstanding Notes has been given pursuant if any, to the Indenture unless date of purchase, and until there is a default will be payable in payment cash, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after the consummation of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Controlan Asset Sale Offer, the Company has made may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and such other pari passu Indebtedness to 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 by completing the form entitled “Alternate Offer”) any and all Notes validly tendered at a cash price equal Option of Holder to or higher than Elect Purchase” attached to the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate OfferNotes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder the Issuer will have the right, except as provided below and in the Indenture, to require the Company be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date interest payment date that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will send mail (or in the case of Global Notes, transmit in accordance with the procedures of the Depositary) a notice to each Holder with a copy to the Trustee, the Paying Agent and the Registrar describing the transaction or transactions that constitute or constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company Notwithstanding anything to the contrary in Section 4.15 of the Indenture, the Issuer will not be required to make a Change of Control Offer upon a Change of Control, Control if (i1) a third party makes the Change of Control Offer in the manner, at the time times and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, Offer or (ii2) notice of redemption of for all outstanding Notes has been given pursuant to Section 3.07 of the Indenture Indenture, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, unless the Company at such time has given notice of redemption under Section 3.07(b), (c) or (d) of the Indenture with respect to all outstanding Notes, each Holder will have the right, except as provided below and in the Indenture, right to require the Company to make an repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (a the “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple on the terms set forth in the Indenture. In the Change of $1,000 Control Offer, the Company will offer a payment in excess of $2,000) of each Holder’s Notes at a purchase price cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to repurchased, to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, unless the Company at such time has given notice of redemption under Section 3.07(b), (c) or (d) of the Indenture with respect to all outstanding Notes, the Company will send a give notice to the Trustee and each Holder setting forth describing the procedures governing transaction or transactions and ratings downgrade that constitute the Change of Control Offer as Triggering Event and offering to repurchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the IndentureIndenture and described in such notice. The Company will not be required shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to make the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer upon a Change Triggering Event. To the extent that the provisions of Control, if (i) a third party makes any securities laws or regulations conflict with the Change of Control Offer in Triggering A‑6 Event provisions of the mannerIndenture, at the time and otherwise in compliance Company shall comply with the requirements set forth in applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.14(a) 4.11 of the Indenture applicable to a Change by virtue of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offersuch conflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% the repurchase prices (expressed as percentages) set forth in Section 4.15 of the aggregate principal amount of Notes repurchased Indenture plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date interest payment date that is on or prior to the applicable date of repurchase (the “Change of Control Payment”), subject to the rights of holders of the Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable repurchase date. Within 30 days following any Change of Control, the Company will send mail (or in the case of Global Notes, transmit in accordance with the procedures of the Depositary) a notice to each Holder with a copy to the Trustee, the Paying Agent and the Registrar describing the transaction or transactions that constitute or constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Notwithstanding anything to the contrary in Section 4.15 of the Indenture, the Company will not be required to make a Change of Control Offer upon a Change of Control, Control if (i1) a third party makes the Change of Control Offer in the manner, at the time times and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, Offer or (ii2) notice of redemption of for all outstanding Notes has been given pursuant to Section 3.07 of the Indenture Indenture, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder (with a copy to the Trustee) setting forth the procedures governing the Change of Control Offer as required by the Indenture. The If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, unless waived or modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will not be required commence an offer to make all Holders of Notes (with a Change copy to the Trustee) and all holders of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance other Indebtedness that is pari passu with the requirements Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with Section 4.14(a) 3.09 of the Indenture applicable to a Change purchase the maximum principal amount of Control Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer made by will be equal to 100% of the Company principal amount plus accrued and purchases all Notes properly tendered and not withdrawn under the Change of Control Offerunpaid interest, (ii) notice of redemption of all outstanding Notes has been given pursuant if any, to the Indenture unless date of purchase, and until there is a default will be payable in payment cash, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after the consummation of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Controlan Asset Sale Offer, the Company has made may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and such other pari passu Indebtedness to 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 by completing the form entitled “Alternate Offer”) any and all Notes validly tendered at a cash price equal Option of Holder to or higher than Elect Purchase” attached to the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate OfferNotes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, each Holder will have the right, except as provided below and in the Indenture, to require the Company to will make an offer (a “Change of Control Offer”) Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Liquidated Damagesinterest, including Special Interest, if any, on the Notes repurchased to repurchased, if any, to, but not including, the date of purchase, subject to the rights of the Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (interest payment date. If the “Change Company or a Restricted Subsidiary of Control Payment”). Within 30 days following the Company consummates any Change Asset Sales, in which the aggregate amount of ControlExcess Proceeds not theretofore subject to an Offer to Purchase pursuant to Section 4.10 of the Supplemental Indenture totals at least $100.0 million, the Company will send a notice must commence, not later than the last Business Day of the month in which such Excess Proceeds exceed $100.0 million, and consummate an Offer to each Holder setting forth Purchase from the procedures governing the Change of Control Offer as Holders (and, if required by the Indenture. The Company will not be required terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the mannerExcess Proceeds on such date, at a purchase price equal to 100% of their principal amount, plus, in each case, accrued interest (if any) to the time and otherwise in compliance with Payment Date. To the requirements set forth in extent that any Excess Proceeds remain after consummation of an Offer to Purchase pursuant to Section 4.14(a) 4.10 of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of ControlSupplemental Indenture, the Company has made an offer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and the amount of Excess Proceeds shall be reset to purchase (an “Alternate Offer”) zero. Pending the final application of any and all Notes validly tendered at a cash price equal to Net Proceeds, the Company may temporarily reduce revolving credit borrowings or higher than otherwise invest the Change of Control Payment and has purchased all Notes properly tendered Net Proceeds in accordance with any manner that is not prohibited by the terms of the Alternate OfferIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, each Holder unless the Issuers at such time have given notice of a redemption pursuant to Section 5 hereof, the Issuers will have the right, except as provided below and in the Indenture, to require the Company be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased thereon to (but not including) the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date interest payment date (in either case, the “Change of Control Payment”). Within 30 days following any Change of ControlControl Triggering Event, the Company Issuers will send mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company (b) If Holdings or a Restricted Subsidiary of Holdings consummates any Asset Sales, within 15 days after the aggregate amount of Excess Proceeds exceeds the greater of (x) $100.0 million and (y) 10% of Consolidated EBITDA for the Applicable Measurement Period, the Issuers will commence an Asset Sale Offer pro rata in proportion to the respective principal amounts of the Notes and such other First Lien Obligations required to be purchased or redeemed, to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other First Lien Obligations that may be purchased or redeemed with the Asset Sale Percentage of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes or such other First Lien Obligations, plus accrued and unpaid interest thereon to (but not be including) the date of purchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other First Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds or the Issuers were not required to make an Asset Sale Offer with any Excess Proceeds as a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) result of the Indenture applicable to a Change of Control Offer made Asset Sale Percentage being less than 100%, the Issuers (or such Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Company Indenture. If the aggregate principal amount of Notes and purchases all Notes properly other First Lien Obligations tendered and not withdrawn under into such Asset Sale Offer exceeds the Change amount of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of ControlExcess Proceeds, the Company has made Trustee shall select the Notes and such other First Lien Obligations to be purchased on a pro rata basis in accordance with applicable procedures of DTC. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.8)

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,0002,000 (or $1.00 or integral multiples of $1.00 in the case of any PIK Notes)) of each that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is a Change of ControlControl Triggering Event occurs, each Holder will have the right, except as provided below and in the Indenture, to require the Company Operating Partnership to make an offer (a “Change of Control Offer”) to repurchase purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes repurchased to to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damagesinterest, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl Triggering Event, the Company Operating Partnership will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company Notwithstanding any provision herein or in the Indenture to the contrary, the Operating Partnership will not be required to make a Change of Control Offer upon a Change of Control, Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the time times and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company Operating Partnership and purchases all Notes properly tendered and not withdrawn under the Change of Control OfferOffer to Purchase, (ii) an irrevocable notice of redemption of with respect to all outstanding Notes has been given pursuant to Section 3.07 of the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company Operating Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,0001,000) of each that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date interest payment date (in either case, the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company will send mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will not be required commence an offer to make a Change all Holders of Control Offer upon a Change Notes and all holders of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance other Indebtedness that is pari passu with the requirements Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.14(a) 3.09 of the Indenture applicable to a Change purchase the maximum principal amount of Control Offer made by Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Company Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and purchases all unpaid interest and Liquidated Damages, if any, to the date of purchase, and in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes properly (including any Additional Notes) and other pari passu Indebtedness tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to an Asset Sale Offer is less than the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of ControlExcess Proceeds, the Company has made (or such Restricted 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 tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 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 by completing the form entitled “Alternate Offer”) any and all Notes validly tendered at a cash price equal ‘Option of Holder to or higher than Elect Purchase” attached to the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate OfferNotes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, each Holder will have the right, except as provided below and in the Indenture, to require the Company to will make an offer (a “Change of Control Offer”) Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Liquidated Damageson the Notes repurchased, if any, on the Notes repurchased to to, but not including, the date of purchase, subject to the rights of the Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (interest payment date. If the “Change Company or a Restricted Subsidiary of Control Payment”). Within 30 days following the Company consummates any Change Asset Sales, in which the aggregate amount of ControlExcess Proceeds not theretofore subject to an Offer to Purchase pursuant to Section 4.10 of the Supplemental Indenture totals at least $50.0 million, the Company will send a notice must commence, not later than the last Business Day of the month in which such Excess Proceeds exceed $50.0 million, and consummate an Offer to each Holder setting forth Purchase from the procedures governing the Change of Control Offer as Holders (and, if required by the Indenture. The Company will not be required terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the mannerExcess Proceeds on such date, at a purchase price equal to 100% of their principal amount, plus, in each case, accrued interest (if any) to the time and otherwise in compliance with Payment Date. To the requirements set forth in extent that any Excess Proceeds remain after consummation of an Offer to Purchase pursuant to Section 4.14(a) 4.10 of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of ControlSupplemental Indenture, the Company has made an offer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and the amount of Excess Proceeds shall be reset to purchase (an “Alternate Offer”) zero. Pending the final application of any and all Notes validly tendered at a cash price equal to Net Proceeds, the Company may temporarily reduce revolving credit borrowings or higher than otherwise invest the Change of Control Payment and has purchased all Notes properly tendered Net Proceeds in accordance with any manner that is not prohibited by the terms of the Alternate OfferIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,0001,000) of each that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date interest payment date (in either case, the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company will send mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will not be required commence an offer to make a Change all Holders of Control Offer upon a Change Notes and all holders of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance other Indebtedness that is part passu with the requirements Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.14(a) 3.09 of the Indenture applicable to a Change purchase the maximum principal amount of Control Offer made by Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Company Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and purchases all unpaid interest and Liquidated Damages, if any, to the date of purchase, and in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes properly (including any Additional Notes) and other pari passu Indebtedness tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to an Asset Sale Offer is less than the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of ControlExcess Proceeds, the Company has made (or such Restricted 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 tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 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 by completing the form entitled “Alternate Offer”) any and all Notes validly tendered at a cash price equal Option of Holder to or higher than Elect Purchase” attached to the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate OfferNotes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, unless the Issuers at such time have given notice of redemption under Section 3.07(a) of the Indenture with respect to all outstanding Notes, the Issuers will offer to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of each Holder will have the right, except as provided below and in the Indenture, Holder’s Notes pursuant to require the Company to make an a change of control offer (a the “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple on the terms set forth in the Indenture. In the Change of $1,000 Control Offer, the Issuers will offer a payment in excess of $2,000) of each Holder’s Notes at a purchase price cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to repurchased, to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, unless the Issuers at such time has given notice of redemption under Section 3.07(a) of the Indenture with respect to all outstanding Notes, the Company Issuers will send a give prompt written notice to the Trustee and each Holder setting forth describing the procedures governing transaction or transactions and ratings downgrade that constitute the Change of Control Offer as Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the IndentureIndenture and described in such notice. The Company will not be required Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to make the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer upon a Change Triggering Event. To the extent that the provisions of Control, if (i) a third party makes any securities laws or regulations conflict with the Change of Control Offer in Triggering Event provisions of the mannerIndenture, at the time and otherwise in compliance Issuers shall comply with the requirements set forth in applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.14(a) 4.07 of the Indenture applicable to a Change by virtue of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offersuch conflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, each Holder will have unless the right, except Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all of the outstanding Notes as provided below and described in Article 3 of the Indenture, to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date payment (the “Change of Control PaymentPayment Date”), subject to the right of Holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Payment Date. Within 30 60 days following any Change of ControlControl Triggering Event, unless Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all of the outstanding Notes as described in Article 3, the Company will send a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer as required by the Indenture. The Company will not be required and offering to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all repurchase Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than on the Change of Control Payment Date specified in the notice, which date will be no earlier than 20 Business Days and has purchased all Notes properly tendered no later than 60 days from the date such notice is sent (subject to extension in accordance with the terms case where such notice is mailed or otherwise delivered prior to the occurrence of the Alternate OfferChange of Control), pursuant to the procedures required by the Indenture and described in such notice.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require Unless (i) the Company has previously or concurrently sent a redemption notice with respect to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 existing Notes as set forth in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% Section 3.07 of the aggregate principal amount of Notes repurchased plus accrued Indenture and unpaid interest and Liquidated Damages, if any, on the Notes repurchased all conditions precedent applicable to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date such redemption notice have been satisfied or (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (iii) a third party makes an Offer to Purchase the Change of Control Offer Notes in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) under the Indenture, the Issuers must commence, within 30 days of the Indenture applicable to occurrence of a Change of Control Triggering Event, a Change of Control Offer made by to Purchase for all Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the Payment Date. (B) If the Company and purchases all Notes properly tendered and or a Restricted Subsidiary of the Company consummates any Asset Sales, if, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given previously subject to an Offer to Purchase pursuant to Section 4.09 of the Indenture unless totals the greater of $100.0 million and until there is a default in payment 0.80% of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of ControlAdjusted Total Assets, the Company has made must commence, not later than 20 Business Days thereafter, and consummate an offer Asset Sale Offer to purchase (an “Alternate Offer”) any Purchase from the Holders and all holders of other Indebtedness that is pari passu with the Notes validly tendered containing provisions similar to those set forth in Section 4.09 of the Indenture with respect to an Asset Sale Offer to Purchase or redeem with the proceeds of sales of assets, on a pro rata basis, an aggregate principal amount of Notes and such other pari passu Indebtedness equal to the Excess Proceeds on such date, at a cash purchase price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms 100% of the Alternate Offer.principal amount of the Notes and such other pari passu Indebtedness plus, in each case, accrued interest to, but not including, the Payment Date. (8)