Common use of Mandatory Offers Clause in Contracts

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company will (i) to the extent lawful, (x) in the case of an Offer resulting from a Change of Control, accept for payment all Notes or portions thereof properly tendered pursuant to such Offer and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment, on a pro rata basis to the extent necessary, the Payment Amount of Notes or portions thereof pursuant to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Sections 3.08 and 4.16, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest (including Special Interest, if any) on such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate setting forth the name of each Holder that tendered Notes and the principal amount of the Notes, as the case may be, or portions thereof tendered by each such Holder. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchased. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price or Offered Price, as the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (e) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expenseHolder) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (stating certain details as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as 3.08 of the Purchase Date, and Indenture in connection with the Purchase Date; (3) Offer that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults is obligated under the Indenture to make to Holders in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partcircumstances. (b) On Holders may tender all or, subject to Section 8 below, any portion of their Notes by completing the Purchase Date for any attachment hereto entitled "OPTION OF HOLDER TO ELECT PURCHASE" in an Offer, the Company will . (ic) to the extent lawful, (x) in the case of an Offer resulting from Upon a Change of Control, accept for payment all Notes or portions thereof properly tendered pursuant to such Offer and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment, on a pro rata basis to the extent necessary, the Payment Amount any Holder of Notes or portions thereof pursuant will have the right to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by cause the Company to purchase the Notes of such Holder, in accordance with the terms whole or in part in integral multiples of Sections 3.08 and 4.16aggregate principal amount of $1,000, (ii) deposit with the Paying Agent in immediately available funds the aggregate at a purchase price in cash equal to 101% of all Notes or portions the principal amount thereof accepted for payment and any plus accrued and unpaid interest (including Special Interest, if any) on such Notes as of the Purchase Date), and (iii) deliver, or cause to be deliveredif any, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate setting forth date of repurchase, as provided in, and subject to the name of each Holder that tendered Notes and the principal amount terms of the Notes, as the case may be, or portions thereof tendered by each such Holder. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchasedIndenture. (d) Upon there being at least $5,000,000 in Excess Proceeds relating to one or more Asset Sales, any Holder of Notes will have the right to cause the Company to purchase the Notes of such Holder, in whole or in part in integral multiples of aggregate principal amount of $1,000, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and Special Interest, if any, to the date such Net Proceeds Offer is consummated, as provided in, and subject to the terms of the Indenture. (e) Promptly after consummation of an Offer, (i) the Paying Agent shall mail or wire transfer, if permitted under the Indenture, to each Holder of Notes or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price or Offered Price, as the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (ef) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company Parent shall mail to the Trustee (who shall mail to each Holder at the CompanyParent's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 4.12 or 4.164.13, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes Exchange Debentures that the Company Parent is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes Exchange Debentures (as set forth in Section 4.15 4.12 or 4.164.13, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes Exchange Debentures as of the Purchase Date, and the Purchase Date; (3) that any Note Exchange Debenture not accepted for payment will continue to accrue interest; (4) that, unless the Company Parent defaults in making such payment, any Note Exchange Debenture accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes Exchange Debentures registered in the name of such Holder and that any portion of a Note an Exchange Debenture tendered must be tendered in a principal amount of $1,000 10,000 or an integral multiple thereof; (6) that Holders electing to tender any Note Exchange Debenture or portion thereof will be required to surrender their NoteExchange Debenture, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the CompanyParent, a Depositary, if appointed by the CompanyParent, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes Exchange Debentures if the CompanyParent, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Exchange Debentures delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Exchange Debentures purchased; and (8) that Holders whose Notes Exchange Debentures are accepted for payment in part will be issued new Notes Exchange Debentures equal in principal amount to the unpurchased portion of Notes Exchange Debentures surrendered, provided that only Notes Exchange Debentures in a principal amount of $1,000 10,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company Parent will (i) to the extent lawful, (x) in the case of an Offer resulting from a Change of Control, accept for payment all Notes Exchange Debentures or portions thereof properly tendered pursuant to such Offer and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment, on a pro rata basis to the extent necessary, the Payment Amount of Notes Exchange Debentures or portions thereof pursuant to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes Exchange Debentures tendered, and will deliver to the Trustee an Officers' Certificate stating that such Notes Exchange Debentures or portions thereof were accepted for payment by the Company Parent in accordance with the terms of Sections 3.08 and 4.164.13, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Notes Exchange Debentures or portions thereof accepted for payment and any accrued and unpaid interest (including Special Interest, if any) on such Notes Exchange Debentures as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes Exchange Debentures or portions thereof so accepted together with an Officers' Certificate setting forth the name of each Holder that tendered Notes Exchange Debentures and the principal amount of the NotesExchange Debentures, as the case may be, or portions thereof tendered by each such Holder. (c) With respect to any Offer, (i) if less than all of the Notes Exchange Debentures tendered pursuant to an Offer are to be accepted for payment by the Company Parent for any reason, the Trustee shall select on or prior to the Purchase Date the Notes Exchange Debentures or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company Parent deposits with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes Exchange Debentures accepted for payment, interest shall cease to accrue on such Notes Exchange Debentures on the Purchase Date; provided, however, that if the Company Parent fails to deposit an amount sufficient to purchase all Notes Exchange Debentures accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes Exchange Debentures accepted for payment and interest shall continue to accrue, as the case may be, on all Notes Exchange Debentures not purchased. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes Exchange Debentures or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price or Offered Price, as the case may be, (ii) with respect to any tendered Note Exchange Debenture not accepted for payment in whole or in part, the Trustee shall return such Note Exchange Debenture to the Holder thereof, and (iii) with respect to any Note Exchange Debenture accepted for payment in part, the Company Parent shall issue and the Trustee shall authenticate and mail to each such Holder a new Note Exchange Debenture equal in principal amount to the unpurchased portion of the tendered NoteExchange Debenture. (e) The Company Parent will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. (f) If any of this Section 3.08, Section 4.15 4.12 or Section 4.16 4.13 conflict with duties imposed upon the Company or the Guarantors Parent by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, Parent shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date, any Asset Sale Trigger Date or Asset Sale a Mandatory Repurchase Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expenseHolder) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (stating certain details as set forth in Section 4.15 or 4.163.08 of the Indenture in connection with the Offer that the Company is obligated under the Indenture to make to Holders in such circumstances. (b) Holders may tender all or, as subject to Section 8 below, any portion of their Notes by completing the case may be)attachment hereto entitled "OPTION OF HOLDER TO ELECT PURCHASE" in an Offer. (c) Upon a Change of Control, the Company is obligated to make an offer to repurchase Notes as provided in the Indenture. Any Holder of Notes may tender Notes of such Holder for repurchase, in whole or in part in integral multiples of aggregate principal amount (if any) of $1,000, at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest on such Notes as of the Purchase Dateand Liquidated Damages, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transferif any, to the Companydate of repurchase, a Depositaryas provided in, if appointed by and subject to, the Company, or a Paying Agent at terms of the address specified in the notice Indenture. (d) Upon there being at least three days prior $5.0 million in Excess Proceeds relating to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Companyone or more Asset Sales, the Depositary or the Paying AgentCompany is obligated to make an offer to repurchase Notes, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion amount of such Excess Proceeds. Any Holder of Notes surrenderedmay tender Notes of such Holder for repurchase, provided that only Notes in a whole or in part in integral multiples of aggregate principal amount of $1,000 or integral multiples 1,000, at a purchase price in cash equal to 100% of the principal amount thereof will be accepted for payment in partplus accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date such Net Proceeds Offer is consummated, as provided in, and subject to, the terms of the Indenture. (be) On In the Purchase Date for any Offerevent that on the Mandatory Repurchase Trigger Date, the Unutilized Proceeds Amount is greater than $0, the Company will is obligated to either (i) make an offer to repurchase Notes, equal in principal amount to such Unutilized Proceeds Amount (the "MANDATORY REPURCHASE OFFER") or (ii) repurchase Notes having an aggregate principal amount equal to the extent lawful, (x) Unutilized Proceeds Amount in the case open market. If the Company elects to make the Mandatory Repurchase Offer, any Holder of an Offer resulting from Notes may tender Notes of such Holder for repurchase, in whole or in part in integral multiples of aggregate principal amount of $1,000, at a Change purchase price in cash equal to 101% of Controlthe principal amount thereof plus accrued and unpaid interest, accept for payment all Notes or portions thereof properly tendered pursuant to such Offer and (y) in the case of an Offer resulting from one or more Asset SalesLiquidated Damages, accept for paymentif any, on a pro rata basis to the extent necessarydate such Mandatory Repurchase Offer is consummated, the Payment Amount of Notes or portions thereof pursuant to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes tenderedas provided in, and will deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with subject to, the terms of Sections 3.08 and 4.16, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest (including Special Interest, if any) on such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate setting forth the name of each Holder that tendered Notes and the principal amount of the Notes, as the case may be, or portions thereof tendered by each such HolderIndenture. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchased. (df) Promptly after consummation of an Offer, (i) the Paying Agent shall mail or wire transfer, if permitted under the Indenture, to each Holder of Notes or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price Price, Offered Price, or Mandatory Repurchase Offered Price, as the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (eg) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expenseHolder) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (stating certain details as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as 3.08 of the Purchase Date, and Indenture in connection with the Purchase Date; (3) Offer that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults is obligated under the Indenture to make to Holders in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partcircumstances. (b) On Holders may tender all or, subject to Section 8 below, any portion of their Notes by completing the Purchase Date for any attachment hereto entitled "OPTION OF HOLDER TO ELECT PURCHASE" in an Offer, the Company will . (ic) to the extent lawful, (x) in the case of an Offer resulting from Upon a Change of Control, accept for payment all Notes or portions thereof properly tendered pursuant to such Offer and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment, on a pro rata basis to the extent necessary, the Payment Amount any Holder of Notes or portions thereof pursuant will have the right to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by cause the Company to purchase the Notes of such Holder, in accordance with the terms whole or in part in integral multiples of Sections 3.08 and 4.16aggregate principal amount of $1,000, (ii) deposit with the Paying Agent in immediately available funds the aggregate at a purchase price in cash equal to 101% of all Notes or portions the principal amount thereof accepted for payment and any plus accrued and unpaid interest (including Special Interest, if any) on such Notes as of the Purchase Date), and (iii) deliver, or cause to be deliveredif any, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate setting forth date of repurchase, as provided in, and subject to the name of each Holder that tendered Notes and the principal amount terms of the Notes, as the case may be, or portions thereof tendered by each such Holder. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchasedIndenture. (d) Upon there being at least $10,000,000 in Excess Proceeds relating to one or more Asset Sales, any Holder of Notes will have the right to cause the Company to purchase the Notes, equal to the amount of such Excess Proceeds, of such Holder, in whole or in part in integral multiples of aggregate principal amount of $1,000, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and Special Interest, if any, to the date such Net Proceeds Offer is consummated, as provided in, and subject to the terms of the Indenture. (e) Promptly after consummation of an Offer, (i) the Paying Agent shall mail or wire transfer, if permitted under the Indenture, to each Holder of Notes or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price or Offered Price, as the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (e) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.Trustee

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date If required by Section 4.15 or Asset Sale Trigger Date4.16, the Company shall will mail to the Trustee (who shall mail to each Holder at the Company's ’s expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change Change of control Control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest and Additional Interest, if any, on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "“Option of Holder to Elect Purchase" ” completed, or transfer by book-entry transfer, to the Company, a DepositaryDepository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary Depository or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company will (i) to the extent lawful, (x) in the case of an Offer resulting from a Change of Control, accept for payment all Notes or portions thereof properly tendered pursuant to such Offer and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment, on a pro rata basis to the extent necessary, the Payment Amount of Notes or portions thereof pursuant to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Sections 3.08 and 4.16, (ii) deposit with the Paying Agent by 12:00 noon (Eastern Standard Time) on the Purchase Date U.S. Legal Tender in immediately available funds sufficient to pay the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest (including Special Additional Interest, if any) on such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' ’ Certificate setting forth the name of each Holder that tendered Notes and the principal amount of the Notes, as the case may be, or portions thereof tendered by each such Holder. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount of U.S. Legal Tender sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount of U.S. Legal Tender sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchased. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price or Offered Price, as the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (e) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with the applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations to in connection with the extent such laws and regulations are applicable purchase of Notes pursuant to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities applicable laws or regulations and will not be deemed to have breached its obligations under this Indenture.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date If required by Section 4.15 or Asset Sale Trigger Date4.16, the Company shall will mail to the Trustee (who shall mail to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change Change of control Control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest and Additional Interest, if any, on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a DepositaryDepository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary Depository or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company will (i) to the extent lawful, (x) in the case of an Offer resulting from a Change of Control, accept for payment all Notes or portions thereof properly tendered pursuant to such Offer and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment, on a pro rata basis to the extent necessary, the Payment Amount of Notes or portions thereof pursuant to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Sections 3.08 and 4.16, (ii) deposit with the Paying Agent by 12:00 noon (Eastern Standard Time) on the Purchase Date U.S. Legal Tender in immediately available funds sufficient to pay the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest (including Special Additional Interest, if any) on such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate setting forth the name of each Holder that tendered Notes and the principal amount of the Notes, as the case may be, or portions thereof tendered by each such Holder. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount of U.S. Legal Tender sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount of U.S. Legal Tender sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchased. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price or Offered Price, as the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (e) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with the applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations to in connection with the extent such laws and regulations are applicable purchase of Notes pursuant to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities applicable laws or regulations and will not be deemed to have breached its obligations under this Indenture.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company Parent shall mail to the Trustee (who shall mail to each Holder at the Company's expenseHolder) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (stating certain details as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as 3.08 of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults Indenture in making such payment, any Note accepted for payment pursuant to connection with the Offer will cease that Parent is obligated under the Indenture to accrue interest after the relevant Purchase Date; (5) that make to Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partcircumstances. (b) On Holders may tender all or, subject to Section 8 below, any portion of their Notes by completing the Purchase Date for any attachment hereto entitled "OPTION OF HOLDER TO ELECT PURCHASE" in an Offer, the Company will . (ic) to the extent lawful, (x) in the case of an Offer resulting from Upon a Change of Control, accept for payment all Notes any Holder of Exchange Debentures will have the right to cause Parent to purchase the Exchange Debentures of such Holder, in whole or portions in part in integral multiples of aggregate principal amount of $10,000, at a purchase price in cash equal to 101% of the principal amount thereof properly tendered pursuant plus accrued and unpaid interest, if any, to such Offer the date of repurchase, as provided in, and subject to the terms of the Indenture. (yd) Upon there being at least $5,000,000 in the case of an Offer resulting from Excess Proceeds relating to one or more Asset Sales, accept for paymentany Holder of Exchange Debentures will have the right to cause Parent to purchase the Exchange Debentures of such Holder, on in whole or in part in integral multiples of aggregate principal amount of $10,000, at a pro rata basis purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the extent necessary, the Payment Amount of Notes or portions thereof pursuant to the date such Net Proceeds OfferOffer is consummated, or if less than the Payment Amount has been tendered, all Notes tenderedas provided in, and will deliver subject to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Sections 3.08 and 4.16, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest (including Special Interest, if any) on such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate setting forth the name of each Holder that tendered Notes and the principal amount of the Notes, as the case may be, or portions thereof tendered by each such HolderIndenture. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchased. (de) Promptly after consummation of an Offer, (i) the Paying Agent shall mail or wire transfer, if permitted under the Indenture, to each Holder of Notes Exchange Debentures or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price or Offered Price, as the case may be, (ii) with respect to any tendered Note Exchange Debenture not accepted for payment in whole or in part, the Trustee shall return such Note Exchange Debenture to the Holder thereof, and (iii) with respect to any Note Exchange Debenture accepted for payment in part, the Company Parent shall issue and the Trustee shall authenticate and mail to each such Holder a new Note Exchange Debenture equal in principal amount to the unpurchased portion of the tendered NoteExchange Debenture. (ef) The Company Parent will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail a notice to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (stating certain details as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as 3.08 of the Purchase Date, and Indenture in connection with the Purchase Date; (3) Offer that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults is obligated under the Indenture to make to Holders in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partcircumstances. (b) On Holders may tender all or, subject to Section 8 below, any portion of their Notes by completing the Purchase Date for any attachment hereto entitled "OPTION OF HOLDER TO ELECT PURCHASE" in an Offer, the Company will . (ic) to the extent lawful, (x) in the case of an Offer resulting from Upon a Change of Control, accept for payment all any Holder of Notes will have the right to cause the Company to purchase the Notes of such Holder, in whole or portions in part in integral multiples of aggregate principal amount of $1,000, at a purchase price in cash equal to 101% of the principal amount thereof properly tendered pursuant plus accrued and unpaid interest, if any, and Liquidated Damages, if any, to such Offer any Change of Control Purchase Date, as provided in, and subject to the terms of the Indenture. (yd) Upon there being at least $5,000,000 in the case of an Offer resulting from Excess Proceeds relating to one or more Asset Sales, accept for payment, on a pro rata basis to the extent necessary, the Payment Amount any Holder of Notes will have the right to cause the Company to purchase the Notes of such Holder, in whole or portions in part in integral multiples of aggregate principal amount of $1,000, at a purchase price in cash equal to 100% of the principal amount thereof pursuant to the Net Proceeds Offerplus accrued and unpaid interest, or if less than the Payment Amount has been tendered, all Notes tenderedany, and will deliver Liquidated Damages, if any, to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with any Asset Sale Purchase Date, as provided in, and subject to the terms of Sections 3.08 and 4.16, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest (including Special Interest, if any) on such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate setting forth the name of each Holder that tendered Notes and the principal amount of the Notes, as the case may be, or portions thereof tendered by each such HolderIndenture. (c) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.02, and (ii) if the Company deposits with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue, as the case may be, on all Notes not purchased. (de) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the Change of Control Purchase Price Payment or Offered PriceAsset Sale Payment, as the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (ef) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. (f) If any of this Section 3.08, Section 4.15 or Section 4.16 conflict with duties imposed upon the Company or the Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Guarantor, as the case may be, shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.