Common use of Repurchase Provisions Clause in Contracts

Repurchase Provisions. If a Change of Control occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, except as provided in Section 3.9(c) of the Indenture or unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect Issuer exercised its right to redeem all the outstanding Notes under SECTION 5.7pursuant to Section 5.7 of the Indenture, the Company shall Issuer will be required to make an offer to purchase each Holder to repurchase all or any part (in minimum denominations of the $2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonrepurchased, to, but not including, the date of repurchase. Within 30 days following the date of any Change of Control, or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Issuer shall mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordance with the applicable procedures of DTC) a notice to Holders of Notes (and shall provide a copy of such redemptionnotice to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is so mailed or transmitted, pursuant to the procedures required by this Indenture and described in such notice. The notice shall state, if so mailed or transmitted prior to the date of consummation of the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Date specified in the notice. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes (or, to the extent that such Excess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes), plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in SECTION 3.5 Sections 3.5(c) and (d) of the Indenture and in ARTICLE V minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to Section 3.5 of the IndentureIndenture prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million.

Repurchase Provisions. If a Change of Control occurs, unless the Company has Issuers have previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7paragraph 7, each Holder will have the Company shall make right to require the Issuers to repurchase from each Holder all or any part (equal to $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchasepurchase; provided that (1) if the repurchase date is on or after the record date and but on or before the corresponding related interest payment date, then Holders in whose name of the Notes are registered at who hold as of the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make . In connection with a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer Change of Control Offer and the CompanyIssuers, or any third party making a such tender offer in lieu of the CompanyIssuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company Issuers or such third party will have the right upon not less than 10 15 nor more than 60 days’ prior written notice, given not more than 30 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer Change of Control Offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company Issuers may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the right to require that the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all or a portion (in integral multiples of the $1,000) of such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”) "), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest and Liquidated Damages thereon to but excluding the date of repurchase; provided purchase (subject to the right of Holders of record on a record date to receive interest due on the related interest payment date that (1) if the repurchase date is on or after prior to such date of purchase). Within 30 days following the record date and on or before upon which the corresponding interest payment Change of Control occurred, the Company must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, then which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in whose name the Notes are registered at notice prior to the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant third business day prior to the terms Change of Control Payment Date. To the extent all or a portion of the Net Cash Proceeds of any Asset Sale are not applied within 270 days of such Asset Sale in certain ways described in the Indenture, then the Company shall will make an offer to purchase (the "Net Proceeds Offer") at a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 purchase price equal to 100% of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender to be purchased, plus accrued and do not withdraw such Notes in such tender offer and unpaid interest thereon (the Company"Net Proceeds Amount"), or any third party making a such tender offer in lieu to the date of purchase (the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon "Net Proceeds Offer Payment Date") not less than 10 20 business days following the date on which such offer is made (or such longer period as may be required by law) nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding the 270th day following such Asset Sale, from all Holders on a pro rata basis (and on a pro rata basis with the holders of any other Senior Subordinated Indebtedness with similar provisions requiring the Company to offer to purchase such Senior Subordinated Indebtedness with the proceeds of Asset Sales), that principal amount of Notes and such other Senior Subordinated Indebtedness equal to such unapplied Net Cash Proceeds at a redemption price equal to the price offered to each other Holder in such tender offer plus, to unapplied Net Cash Proceeds. Notwithstanding the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Salesforegoing, the Company may be required defer the Net Proceeds Offer until there is an aggregate amount of unapplied Net Cash Proceeds equal to use the Excess Proceeds or in excess of $10.0 million resulting from such one or more Asset Sales (at which time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenturethis paragraph).

Repurchase Provisions. If a Change of Control Triggering Event occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, unless the Company Issuer has previously or substantially concurrently therewith delivered a an unconditional (or conditional solely on the consummation of the applicable Change of Control) redemption notice with respect to all the outstanding Euro Notes as described under SECTION 5.7Section 5.7(e) of the Indenture, the Company shall Issuer will make an offer to purchase all of the Euro Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if , subject to the repurchase date is right of Holders of the Euro Notes of record on or after the relevant record date and to receive interest due on or before the corresponding relevant interest payment date. Within 30 days following any Change of Control, then Holders in whose name the Notes are registered at the close Issuer will deliver notice of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and electronically or by first class mail, with a copy to the Trustee, to each Holder of Euro Notes at the address of such Holder appearing in the security register or otherwise comply in accordance with the terms procedures of SECTION 3.9 DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Euro Notes for the specified purchase price on the date specified in the no xxxx, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of Change of Control in accordance with Section 3.9(f) of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum aggregate principal amount of Euro Notes (that is €100,000 or an integral multiple of €1,000 in excess thereof) and, at the Issuer’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, except as provided in Section 3.11(c) of the Indenture or unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect Issuer exercised its right to redeem all the outstanding Notes under SECTION 5.7pursuant to Section 5.7 of the Indenture, the Company shall Issuer will be required to make an offer to purchase each Holder to repurchase all or any part (in minimum denominations of the $2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonrepurchased, to, but not including, the date of repurchase. Within 30 days following the date of any Change of Control, or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Issuer shall mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordance with the applicable procedures of DTC) a notice to Holders of Notes (and shall provide a copy of such redemptionnotice to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is so mailed or transmitted, pursuant to the procedures required by this Indenture and described in such notice. The notice shall state, if so mailed or transmitted prior to the date of consummation of the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Date specified in the notice. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes (or, to the extent that such Excess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes), plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in SECTION 3.5 Sections 1.1(a) and (c) of the Indenture and in ARTICLE V minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to Section 3.5 of the IndentureIndenture prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million.

Repurchase Provisions. If a Change of Control Repurchase Event occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION ‎Section 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding excluding, the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 15 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase the maximum aggregate principal amount of Notes (that is in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof) and, at the Company’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in SECTION ‎Section 3.5 and in ARTICLE ‎Article V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, unless the Company Issuer has previously or substantially concurrently therewith delivered a an unconditional (or conditional solely on the consummation of the applicable Change of Control) redemption notice with respect to all the outstanding Dollar Notes as described under SECTION 5.7Section 5.7(e) of the Indenture, the Company shall Issuer will make an offer to purchase all of the Dollar Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if , subject to the repurchase date is right of Holders of the Dollar Notes of record on or after the relevant record date and to receive interest due on or before the corresponding relevant interest payment date. Within 30 days following any Change of Control, then Holders in whose name the Notes are registered at the close Issuer will deliver notice of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and electronically or by first class mail, with a copy to the Trustee, to each Holder of Dollar Notes at the address of such Holder appearing in the security register or otherwise comply in accordance with the terms procedures of SECTION 3.9 DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Dollar Notes for the specified purchase price 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 delivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of Change of Control in accordance with Section 3.9(f) of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer to offer Dispositions to purchase the maximum aggregate principal amount of Dollar Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuer’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, unless the Company has Issuers have previously or substantially concurrently therewith delivered a an unconditional (or conditional solely on the consummation of the applicable Change of Control) redemption notice with respect to all the outstanding Notes as described under SECTION 5.7Section 5.7(e) of the Indenture, the Company shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding excluding, the date of repurchase; provided that (1) if , subject to the repurchase date is right of Holders of the Notes of record on or after the relevant record date and to receive interest due on or before the corresponding relevant interest payment date. Within 30 days following any Change of Control, then Holders in whose name the Notes are registered at the close Issuers will deliver notice of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise comply in accordance with the terms applicable procedures of SECTION 3.9 DTC describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes for the specified purchase price 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 delivered, pursuant to the procedures required by the Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of Change of Control in accordance with Section 3.9(f) of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset SalesDispositions, the Company Issuers may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Other Pari Passu Lien Indebtedness that may be purchased out of the Excess Proceeds, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If a Change of Control Repurchase Event occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION Section 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 15 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Company’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.