Common use of Repurchase at the Option of Holders Clause in Contracts

Repurchase at the Option of Holders. (a) Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1.00; provided, that the remaining principal amount of such Holder’s Securities will not be less than U.S.$2,000) of the Holder’s Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon (including an amount of cash equal to all accrued and unpaid PIK Interest) to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control that results in a Ratings Event occurred, the Company must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, offering to purchase the Securities as described above and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, when the aggregate amount of Net Cash Proceeds exceeds U.S.$10.0 million (or the equivalent in other currencies), the Company will commence an Asset Sale Offer in accordance with Section 4.10 of the Indenture. Holders of Securities 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 Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the corresponding Securities.

Repurchase at the Option of Holders. (a) Upon the occurrence of a Change of Control Triggering EventControl, and subject to any applicable limitations contained in the Senior Credit Agreement, each Holder will have the right to require that the Company purchase to repurchase all or a portion any part (in equal to $1,000 Principal Amount at maturity or an integral multiples of U.S.$1.00; provided, that the remaining principal amount of such Holder’s Securities will not be less than U.S.$2,000multiple thereof) of the each Holder’s Securities 's Notes at a purchase price equal to 101% of the principal amount thereof, aggregate accreted value thereof plus accrued and unpaid interest interest, if any, thereon (including an amount of cash equal to all accrued and unpaid PIK Interest) to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date) (the “"Change of Control Payment”"). Within 30 days following the date upon which the any Change of Control that results in a Ratings Event occurredControl, the Company must send, by first-class mail, shall mail a notice to each Holder, with a copy to the Trustee, offering to purchase the Securities as described above and Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset SalesDispositions, when the aggregate amount of Net Available Cash Proceeds remaining after application in accordance with the provisions of Section 4.07 of the Indenture exceeds U.S.$10.0 million (or the equivalent in other currencies)$20.0 million, the Company will shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the balance of such Net Available Cash at an offer price in cash in an amount equal to 100% of the accreted value (without premium) thereof plus accrued and unpaid interest, if any, thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Net Available Cash available, the Company (or such Restricted Subsidiary) must use such deficiency in the manner specified in Section 4.07 of the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Net Available Cash available, the Trustee shall select the Notes to be purchased on a pro rata basis in accordance with Section 4.10 of the Indenture. Holders of Securities 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 Securities Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” attached to " on the corresponding Securitiesreverse of the Notes.

Repurchase at the Option of Holders. (a) Upon the occurrence of If there is a Change of Control Triggering EventControl, each Holder will have the right to require that the Company purchase will be required to make an offer (a “Change of Control Offer”) to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in integral multiples excess thereof) of U.S.$1.00; provided, that the remaining principal amount of such each Holder’s Securities will not be less than U.S.$2,000) of the Holder’s Securities Notes at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon (including an amount of cash equal interest, if any, to all accrued and unpaid PIK Interest) to, but excluding, the date of purchase (purchase, subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) Interest Payment Date (the “Change of Control Payment”); provided, that the Company will not be obligated to repurchase Notes in the event that it exercises its right to redeem all of the Notes as described in Section 3.07 of the Indenture, unless and until there is a default in payment of the applicable redemption price. Within 30 days following the date upon which the any Change of Control that results in a Ratings Event occurredControl, the Company must send, by first-class mail, will mail a notice to each Holder, with a copy to the Trustee, offering to purchase the Securities as described above and Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, when within ten Business Days of each date on which the aggregate amount of Net Cash Excess Proceeds exceeds U.S.$10.0 million (or the equivalent in other currencies)$10.0 million, the Company will commence an offer to all Holders of Notes and all holders of Other Priority Lien Debt 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 (as “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash 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 the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Other Priority Lien Debt tendered pursuant to an Asset Sale Offer in accordance with Section 4.10 of is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Other Priority Lien Debt surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select such tendered Notes and such other tendered Other Priority Lien Debt to be purchased on a pro rata basis. Holders of Securities 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 Securities Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to on the corresponding Securitiesreverse of the Notes.

Repurchase at the Option of Holders. (a) Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1.00; provided, that the remaining principal amount of such Holder’s Securities will not be less than U.S.$2,000) of the Holder’s Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon (including an amount of cash equal to all accrued and unpaid PIK Interest) to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control that results in a Ratings Event occurred, the Company must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, offering to purchase the Securities as described above and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, when the aggregate amount of Net Cash Proceeds exceeds U.S.$10.0 million (or the equivalent in other currencies), the Company will commence an Asset Sale Offer in accordance with Section 4.10 of the Indenture. Holders of Securities 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 Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the corresponding SecuritiesNote.

Repurchase at the Option of Holders. (a) Upon the occurrence of a Change of Control Triggering EventControl, unless the Issuer at such time has given notice of redemption pursuant to Section 3.07 of the Indenture, each Holder will have the right to require that the Company purchase Issuer to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to a portion (minimum denomination of $2,000 or an integral multiple of $1,000 in integral multiples of U.S.$1.00; provided, that the remaining principal amount excess thereof) of such Holder’s Securities will not be less than U.S.$2,000) of the Holder’s Securities Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereofof the Notes repurchased, plus accrued and unpaid interest thereon interest, if any, to (including an amount of cash equal to all accrued and unpaid PIK Interestbut not including) to, but excluding, the repurchase date of purchase (subject to the right rights of Holders of record on the relevant regular record date to receive interest due on the relevant interest payment date) (). If Holders of not less than 90% of aggregate principal amount of the “outstanding Notes accept a Change of Control Payment”). Within 30 days following Offer and the date upon which the Issuer, or a third Person making such Change of Control that results Offer in a Ratings Event occurredlieu of the Issuer as described in Section 4.14(e) of the Indenture, repurchases all of the Notes held by such Holders, the Company must send, by first-class mail, a notice Issuer will have the right to each Holder, with a copy redeem all of the Notes that remain outstanding following such repurchase at the redemption price equal to the Trustee, offering to purchase the Securities as described above and setting forth the procedures governing price in the Change of Control Offer as required by plus, to the Indentureextent not included in the Change of Control Offer payment, accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date). (b) If the Company Issuer or a any of its Restricted Subsidiary of the Company Subsidiaries consummates any Asset Sales, when the aggregate amount of Net Cash Proceeds exceeds U.S.$10.0 million (or the equivalent in other currencies), the Company will commence an Asset Sale Offer Sale, any Net Proceeds therefrom (other than Excluded Net Proceeds) that are not applied or invested as provided in accordance with Section 4.10 of the Indenture, will constitute Excess Proceeds. Holders Within thirty (30) days after the aggregate amount of Securities that are Excess Proceeds exceeds $30,000,000, the subject of an offer to purchase Issuer will receive make an Asset Sale Offer from to all of the Company prior Holders to any related purchase the maximum principal amount of the Notes that may be purchased with the Excess Proceeds at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the purchase date and may elect to have such Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” attached (subject to the corresponding Securitiesrights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.