Common use of Offer to Purchase by Application of Excess Proceeds Clause in Contracts

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Section 4.10 hereof (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof and such other Indebtedness that is pari passu with the Notes containing provisions similar to Section 4.10 hereof that may be purchased out of the Excess Proceeds (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it the Company shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest principal payments are mademade at Stated Maturity. Funds payable Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in respect of connection with the purchase price to be paid upon any such purchase of Notes as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with the provisions of this Indenture relating to an Asset Sale Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 3.09 by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest relating to the same period shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount Aggregate Accreted Principal Amount of Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.12 hereof, the Holders shall have the right to require the Company shall be required to commence purchase Notes pursuant to an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it the Company shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.12 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest principal payments are mademade at Stated Maturity. Funds payable in respect The Parent shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the purchase price Company to be paid upon make an Asset Sale Offer. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with the provisions relating to an Asset Sale Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Excess Proceeds Offer”), it will follow the procedures specified below. The Excess Proceeds Offer shall be made to all Holders of the Notes and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the assets. The Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tenderedsurrendered, all Notes tendered and other Indebtedness surrendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale Excess Proceeds Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Excess Proceeds Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders (and to all holders of the Existing Senior Subordinated Notes and to holders of other senior secured Senior Subordinated Indebtedness that is pari passu with of the Notes containing provisions similar to those set forth in this Indenture with respect to offers Company designated by the Company) to purchase or redeem with Notes (and the proceeds of sales of assets to purchase the maximum amount of Existing Senior Subordinated Notes and such other pari passu Senior Subordinated Indebtedness that may be purchased out of the Excess Proceeds Company) (an “Asset Sale Offer”), it shall follow the procedures specified below. The Company shall complete the Asset Sale Offer no earlier than 30 days and no later than 60 days after notice of the Asset Sale Offer is provided to the Holders or such later date as may be required by applicable law. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longercommencement, except or longer to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and, in the case of an Asset Sale other than an Asset Sale of Collateral, to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.14 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (“Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders of Notes and to all holders of other senior secured Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase apply a portion of the aggregate principal amount of Notes required to be purchased Excess Proceeds as calculated pursuant to Section 5.10 4.14 hereof (the “Offer Amount”) to the purchase of Notes and such other Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all of such Notes and other Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first first-class mail, a notice to the Trustee and to each of the applicable Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event thatIf, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Asset Sale Offer Period (the “Purchase Asset Sale Payment Date”), the Company shall apply all Excess Proceeds to purchase the aggregate principal amount of Notes and other pari passu Indebtedness required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes and other pari passu Indebtedness so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Asset Sale Payment Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Targa Resources Partners is required to commence an offer to all Holders to purchase Notes of each series then outstanding (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders of such series and to all holders of other senior secured Indebtedness that is pari passu with the Notes of such series containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes of such series and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes of such series and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes of such series so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts prescribed in the Escrow Account, with respect to Notes of such Holder’s Notes that are to be so purchasedseries. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall or Liquidated Damages will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall Issuers will send, by first class mailin the manner provided in Section 12.02 hereof, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer Asset Sale Offer, it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders of Notes and to all holders of other senior secured Indebtedness that is pari passu with the Notes Parity Secured Debt (other than Credit Agreement General Facilities Debt) containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase apply a portion of the aggregate principal amount of Notes required to be purchased Excess Proceeds as calculated pursuant to the second sentence of Section 5.10 4.10(d) hereof (the “"Offer Amount”") to the purchase of Notes and such other Parity Secured Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest interest, and Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event thatIf, pursuant to Section 5.10 4.10 hereof, the Company Issuer shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”Offer (as defined in Section 4.10), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Asset Sale Offer Period (the “Purchase Asset Sale Payment Date”), the Company Issuer shall apply all Excess Proceeds to purchase the aggregate principal amount of Notes and the other pari passu Indebtedness required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes and other pari passu Indebtedness so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Asset Sale Payment Date is on or after an interest a regular record date and on or before the related interest payment date, any accrued and unpaid interest interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such regular record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuer shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The noticeOn or before the Asset Sale Payment Date, which shall govern the terms Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes and other pari passu Indebtedness or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered or less than all of the Notes tendered pursuant to the Asset Sale Offer are accepted for payment by the Issuer for any reason consistent with this Indenture, all Notes and other pari passu Indebtedness tendered or accepted, and shall state:deliver to the Trustee an Officers’ Certificate stating that such Notes and other pari passu Indebtedness or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.10. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the termination of the Asset Sale Offer Period) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order from the Issuer shall promptly authenticate and mail (or cause to be transferred by book entity) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered, if any; provided that each Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date. Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount (or accreted value, as applicable) of Notes and other senior Indebtedness of the Company required to be purchased pursuant to Section 5.10 4.10 hereof (on a pro rata basis if Notes and other senior Indebtedness of the “Company tendered are in excess of the Excess Proceeds) (which maximum amount shall be the "Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes and other senior Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, Any Asset Sale Offer pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer 10.16 shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) On a date within five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the aggregate principal amount of Notes Securities required to be purchased pursuant to Section 5.10 10.16 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. Payment for any Notes Securities so purchased shall be made in the same manner as interest payments are made. Funds payable The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in respect of the purchase price connection with any offer required to be paid upon any such purchase made by the Issuers to repurchase the Securities as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with provisions of this Section 11.08, the Issuers shall comply with the applicable securities laws or regulations and shall not be deemed to have breached their obligations hereunder by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note Security is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof4.10, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "ASSET SALE OFFER"), it will follow the procedures specified below and in Section 4.10(c). The Asset Sale Offer shall be made to all Holders and all holders of other senior secured Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall will apply all Excess Proceeds (the "OFFER AMOUNT") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other PARI PASSU Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale OfferOffer and any excess remaining may be used by the Company or a Restricted Subsidiary for any other purpose not prohibited by this Indenture. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “a Senior Subordinated Asset Sale Offer”), it shall follow the procedures specified below. The Senior Subordinated Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate principal amount of Senior Subordinated Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Senior Subordinated Notes tendered in response to the Senior Subordinated Asset Sale Offer. Payment for any Senior Subordinated Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Senior Subordinated Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Senior Subordinated Notes pursuant to the Senior Subordinated Asset Sale Offer. Upon the commencement of an a Senior Subordinated Asset Sale Offer, the Company shall send, by first class mail, a notice to the Senior Subordinated Note Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Subordinated Notes pursuant to the Senior Subordinated Asset Sale Offer. The Senior Subordinated Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Senior Subordinated Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders and to purchase Notes (an "Asset Sale Offer"), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and, at the Company's option, all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders of Notes, and at the Company's option, to all holders of other Indebtedness that is pari passu with the Notes (including, without limitation, the 2008 Notes). The Asset Sale Offer will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, that the Company Issuers shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Notes pursuant to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Section 4.11 (an “Asset Sale Offer”), it they shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (any such date of purchase, the “Purchase Date”), the Company Issuers shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable Unless the Issuers default in respect making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act (or any successor rules) and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the purchase price Notes pursuant to be paid upon any such purchase an Asset Sale Offer. To the extent that the provisions of any Notes held by securities laws or regulations conflict with the provisions of this Section 3.09, the Issuers’ compliance with such laws and regulations shall not in and of itself cause a Holder shall include such Holder’s Pro Rata Amount breach of their obligations under this Section 3.09. Notwithstanding anything to the amounts contrary in the Escrow Accountthis Indenture, with respect to such Holder’s Notes that are to be so purchased. If if the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at on the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferPurchase Date. Upon the commencement of an Asset Sale Offer, Offer the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In When the event thatcumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09, pursuant to Section 5.10 hereofexceeds $5 million, the Company shall be required obligated to commence make an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "EXCESS PROCEEDS OFFER") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the such Excess Proceeds (at an “Asset Sale Offer”)offer price in cash in an amount equal to 101% of the principal amount thereof, it shall follow together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures specified belowset forth in this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes to be purchased on a PRO RATA basis. The Asset Sale Excess Proceeds Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate maximum principal amount of Notes required to that may be purchased pursuant to Section 5.10 hereof with such Excess Proceeds (which maximum principal amount of Notes shall be the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale any Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the HoldersHolders of the Notes, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount Principal Amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Excess Proceeds Offer”), it shall follow the procedures specified below. The Asset Sale Excess Proceeds Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days after the termination of the Offer Period (the “Purchase Excess Proceeds Redemption Date”“), the Company shall purchase the aggregate principal amount Principal Amount of Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest Interest payments are made. Funds payable in respect of the purchase price to made and shall be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of on the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedExcess Proceeds Redemption Date. If the Purchase Excess Proceeds Redemption Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest Interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Excess Proceeds Offer shall be made to all Holders. The notice, notice which shall govern the terms of the Asset Sale Offer, Excess Proceeds Offer (the “Excess Proceeds Notice”) shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall Additional Interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 9.20 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it will follow the procedures specified below. The Asset Sale Offer shall be made within five days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million to all Holders and to all holders of other senior secured Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture herein with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “"Offer Amount”") to the purchase of the Senior Notes and the Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Senior Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Senior Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Senior Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Senior Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders and to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all holders Holders and all Holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest (plus special interest, if any) to the Purchase Date, with the proceeds of sales of assets to purchase assets. The Company will comply with the maximum amount requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.09 and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”)Section 4.10 hereof, it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement and no longerin each case, except to the extent applicable. To the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days after the termination provisions of the Offer Period (the “Purchase Date”)any securities laws or regulations conflict with provisions of this Section 3.09 or Section 4.10 hereof, the Company shall purchase will comply with the aggregate principal amount applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section or Section 4.10 hereof as a result of Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offersuch compliance. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the date on which Notes are purchased pursuant to an Asset Sale Offer (the “Purchase Date Date”) is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall (including special interest, if any) will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof4.10, the Company shall be Issuer is required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and if the Issuer elects (or is required by the terms of other pari passu indebtedness), all holders of other Indebtedness that is pari passu with the Notes. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuer shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness, if any, (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price pursuant to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedSection 4.01. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuer shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Disposition Offer"), it will follow the procedures specified below. The Asset Disposition Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the Purchase Date and liquidated damages, if any, with the proceeds of sales of assets to purchase assets. The Company will comply with the maximum amount requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.09 and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”)Section 4.10 hereof, it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement and no longerin each case, except to the extent applicable. To the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days after the termination provisions of the Offer Period (the “Purchase Date”)any securities laws or regulations conflict with provisions of this Section 3.09 or Section 4.10 hereof, the Company shall purchase will comply with the aggregate principal amount applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section or Section 4.10 hereof as a results of Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offersuch compliance. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the date on which Notes are purchased pursuant to an Asset Disposition Offer (the "Purchase Date Date") is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Disposition Offer. Upon the commencement of an Asset Sale Disposition Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Disposition Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "ASSET SALE OFFER"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall will apply all Excess Proceeds (the "OFFER AMOUNT") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other PARI PASSU Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "ASSET SALE OFFER"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall will apply all Excess Proceeds (the "OFFER AMOUNT") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other PARI PASSU Indebtedness (the “Offer Amount”on a PRO RATA basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In When the event thatcumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09, pursuant to Section 5.10 hereofexceeds $25.0 million, the Company shall be required obligated to commence make an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Excess Proceeds Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the such Excess Proceeds (at an “Asset Sale Offer”)offer price in cash in an amount equal to 101% of the principal amount thereof, it shall follow together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures specified belowset forth in this Indenture. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is pari passu with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes with any proceeds which constitute Excess Proceeds under this Indenture, the Company shall make a pro rata offer to the holders of all other pari passu Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. The Asset Sale Excess Proceeds Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate maximum principal amount of Notes required to that may be purchased pursuant to Section 5.10 hereof with such Excess Proceeds (which maximum principal amount of Notes shall be the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale any Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the HoldersHolders of the Notes, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, Any Asset Sale Offer pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer 10.14 shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) On a date within five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the aggregate principal amount of Notes Securities required to be purchased pursuant to Section 5.10 10.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. Payment for any Notes Securities so purchased shall be made in the same manner as interest payments are made. Funds payable The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in respect of the purchase price connection with any offer required to be paid upon any such purchase made by the Issuers to repurchase the Securities as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with provisions of this Section 11.08, the Issuers shall comply with the applicable securities laws or regulations and shall not be deemed to have breached their obligations hereunder by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note Security is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Holders shall have the right to require the Company shall be required to commence purchase Notes pursuant to an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it the Company shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest principal payments are mademade at Stated Maturity. Funds payable in respect The Company shall not permit any Restricted Subsidiary to enter into or suffer to exist any agreement (other than any agreement governing the Company’s or any of its Restricted Subsidiaries’ Credit Facilities) that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the purchase price Company to be paid upon make an Asset Sale Offer. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with the provisions relating to an Asset Sale Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it the Company shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest principal payments are mademade at Stated Maturity. Funds payable Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in respect of connection with the purchase price to be paid upon any such purchase of Notes as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with the provisions of this Indenture relating to an Asset Sale Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 3.09 by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In When the event thatcumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09, pursuant to Section 5.10 hereofexceeds $17.5 million, the Company shall be required obligated to commence make an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "EXCESS PROCEEDS OFFER") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the such Excess Proceeds (at an “Asset Sale Offer”)offer price in cash in an amount equal to 101% of the principal amount thereof, it shall follow together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures specified belowset forth in this Section 3.09. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is PARI PASSU with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes with any proceeds which constitute Excess Proceeds under this Indenture, the Company shall make a pro rata offer to the holders of all other PARI PASSU Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other PARI PASSU Indebtedness to be purchased on a PRO RATA basis. The Asset Sale Excess Proceeds Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate maximum principal amount of Notes required to that may be purchased pursuant to Section 5.10 hereof with such Excess Proceeds (which maximum principal amount of Notes shall be the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale any Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the HoldersHolders of the Notes, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowProceeds. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest interest, and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.09 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law Applicable Law (the “Offer Period”). As promptly as practicable and no No later than three five (35) Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Company shall purchase and pay for the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.09 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts prescribed in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.09 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount and the purchase price; (c) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall 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 Company or a Paying Agent at the address specified in the notice, before the Termination Date;

Offer to Purchase by Application of Excess Proceeds. In When the event thatcumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09, pursuant to Section 5.10 hereofexceeds $25.0 million, the Company shall be required obligated to commence make an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Excess Proceeds Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 101% of the principal amount thereof, together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in this Indenture; provided, however, that the Excess Proceeds shall first be applied to repurchase the 1999 EDBS Notes and the EDBS Exchange Notes, if any, that remain outstanding as of the date the Excess Proceeds Offer is required to be made, pursuant to the terms of the 1999 EDBS Notes Indentures and the EDBS Exchange Indenture, respectively, and any Indebtedness that is on parity with the 1999 EDBS Notes or the EDBS Exchange Notes and is required to be repurchased with such Excess Proceeds prior to the application of any Excess Proceeds to the repurchase of the Notes and Indebtedness on parity with the Notes in an Excess Proceeds Offer. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is pari passu with, or (an “Asset Sale Offer”)in the case of any secured Indebtedness) senior with respect to such collateral to, it the Notes with any proceeds which constitute Excess Proceeds under this Indenture, the Company shall follow make a pro rata offer to the procedures specified belowholders of all other pari passu Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. The Asset Sale Excess Proceeds Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate maximum principal amount of Notes required to that may be purchased pursuant to Section 5.10 hereof with such Excess Proceeds (which maximum principal amount of Notes shall be the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale any Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the HoldersHolders of the Notes, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, that the Company Issuers shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Notes pursuant to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Section 4.11 (an “"Asset Sale Offer”"), it the Issuers shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof 4.11 (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable Unless the Issuers default in respect of making such payment, any Note accepted for payment pursuant to the purchase price Asset Sale Offer shall cease to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of accrue interest after the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedPurchase Date. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, Offer the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem required prepayments or redemptions of such Indebtedness with the excess proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement offer will be completed no earlier than 30 days and no longerlater than 60 days after notice of the Asset Sale Offer is provided to the Holders, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall will apply all Excess Proceeds (the "Offer Amount ") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and such other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, that the Company Issuer shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Notes pursuant to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Section 4.11 (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuer shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable Unless the Issuer defaults in respect of making such payment, any Note accepted for payment pursuant to the purchase price Asset Sale Offer shall cease to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of accrue interest after the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedPurchase Date. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, Offer the Company Issuer shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders of Notes and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”), to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and if the Company elects (or is required by the terms of other pari passu indebtedness), all holders of other Indebtedness that is pari passu with the Notes. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness, if any, (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price pursuant to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedSection 4.01 hereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders (and to all holders of other senior secured Senior Subordinated Indebtedness that is pari passu with of the Notes containing provisions similar to those set forth in this Indenture with respect to offers Company designated by the Company) to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes (and such other pari passu Senior Subordinated Indebtedness that may be purchased out of the Excess Proceeds Company) (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Asset Sale Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Asset Sale Offer Period (the “Purchase "Asset Sale Payment Date”"), the Company shall apply all Excess Proceeds to purchase the aggregate principal amount of Notes and other pari passu Indebtedness required to be purchased pursuant to Section 5.10 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes and other pari passu Indebtedness so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Asset Sale Payment Date is on or after an interest record date Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowcasualty or condemnation events. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount Issuers will apply all Excess Proceeds remaining after any required application of Notes required to be purchased pursuant to Section 5.10 hereof such Excess Proceeds (such remaining amount, the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall Issuers will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.12 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the outstanding amount of the Notes and such other Indebtedness that is pari passu with the Notes, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect For the avoidance of doubt, each Asset Sale Offer shall be made to the Holders and to any applicable Other Offer Parties pursuant to Section 4.12 and the aggregate amount of the purchase price Notes subject to any Asset Sale Offer that is also made to Other Offer Parties shall be paid upon any such purchase an amount of any Notes held by a Holder shall include such Holder’s Pro Rata Amount Excess Proceeds that is proportionate to the then aggregate outstanding principal amount of the amounts Notes relative to the then outstanding principal amount of relevant Indebtedness of the Other Offer Parties. In addition, if the offer requirements or mechanics applicable to such other Indebtedness are not consistent with the procedures set forth in this Section 3.09 for an Asset Sale Offer, the Escrow Account, Company may change the procedures for such Asset Sale Offer from those set forth herein provided that (x) no change may be made with respect to the amount of Notes subject to the Asset Sale Offer and (y) such Holder’s Notes that are to procedures shall be so purchasedclearly set out in the relevant Asset Sale Offer notice. If the Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mailmail (or electronically in the case of Global Notes), a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), they will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof MagnaChip will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall Issuers will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10, 4.28 and 4.29 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”," an "Event of Loss Offer" or an "Excess Cash Purchase Offer," respectively, and each of which is referred to herein as an "Excess Proceeds Offer"), it shall follow the applicable procedures specified below. The Asset Sale Excess Proceeds Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law or permitted by another applicable provision of this Indenture (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10, 4.28 or 4.29 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest Interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date a Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest Interest shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Excess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence a Collateral Asset Disposition Offer or an offer Asset Disposition Offer, as applicable, to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”)Notes, it shall will follow the procedures specified below, subject to the limitations with respect to Foreign Dispositions set forth in Section 4.10(f). The Collateral Asset Sale Disposition Offer or Asset Disposition Offer, as applicable, shall be made to all Holders and, if required by the terms of any Credit Agreement Obligations or Additional First Lien Obligations, to all holders of such Credit Agreement Obligations or Additional First Lien Obligations. The Collateral Asset Disposition Offer or Asset Disposition Offer, as applicable, will remain open for a period of twenty (20) Business Days at least 10 days following its commencement and no longernot more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days Promptly after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Collateral Excess Proceeds or Excess Proceeds, as applicable (the “Offer Amount”) or), if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offerpurchase of Notes and such other pari passu Indebtedness in accordance with Section 4.10(c) and Section 4.10(e), as applicable. Payment for any Notes so purchased shall will be made in the same manner as principal and interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest a record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Collateral Asset Sale Disposition Offer or Asset Disposition Offer, as applicable. Upon the commencement of an a Collateral Asset Sale Disposition Offer or Asset Disposition Offer, as applicable, the Company shall will send, by first class mailmail or electronically, a notice to the Trustee and to each Holder of the HoldersNotes at 4869-1723-0772 v.7 such Holder’s registered address or otherwise in accordance with the applicable procedures of DTC, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Collateral Asset Sale Disposition Offer or Asset Disposition Offer. The Asset Sale Offer shall be made to all Holders, as applicable. The notice, which shall will govern the terms of the Collateral Asset Sale Disposition Offer or Asset Disposition Offer, shall as applicable, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, that the Company Issuers shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Notes (a "Purchase Offer") pursuant to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (Section 4.10 hereof, an “"Asset Sale Offer”)," or pursuant to Section 4.15 hereof, it a "Change of Control Offer," the Issuers shall follow the procedures specified below. The Asset Sale Purchase Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof 4.10 hereof, in the case of an Asset Sale Offer or 4.15 hereof, in the case of a Change of Control Offer (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Purchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business usiness on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Purchase Offer. Upon the commencement of an Asset Sale a Purchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Purchase Offer. The Asset Sale Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Purchase Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.11 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it shall follow the procedures specified below and in Section 4.11 hereof. The Asset Sale Offer shall be made to all Holders and, at the Company's option, all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest interest, and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Offer or a Major Asset Sale Offer”), it the Company shall follow the procedures specified below. The Excess Proceeds Offer or the Major Asset Sale Offer Offer, as the case may be, shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest principal payments are mademade at Stated Maturity. Funds payable in respect The Parent Guarantor shall not and shall not permit any Restricted Subsidiary to enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the purchase price Company to be paid upon make an Excess Proceeds Offer. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of an Excess Proceeds Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with the provisions relating to an Excess Proceeds Offer, the Company 44 52 shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer or the Major Asset Sale Offer, as the case may be. Upon the commencement of an Excess Proceeds Offer or the Major Asset Sale Offer, as the case may be, the Company shall send, not less than 30 days nor more than 60 days before the Purchase Date, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Excess Proceeds Offer or the Major Asset Sale Offer, as the case may be. The Excess Proceeds Offer or the Major Asset Sale Offer Offer, as the case may be shall be made to all Holders. The notice, which shall govern the terms of the Excess Proceeds Offer or the Major Asset Sale Offer, as the case may be, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. : The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement and no longerafter the Commencement Date relating to such Asset Sale Offer, except to the extent that a longer period is required by applicable law (as so extended, the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 Sections 3.02 and 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon No later than the commencement date which is fifteen Business Days after the date on which the aggregate amount of an Excess Proceeds exceeds $15.0 million, the Company shall notify the Trustee of such Asset Sale Offer in accordance with Section 3.09 hereof and commence or cause to be commenced the Asset Sale Offer on a date no later than fifteen Business Days after such notice (the "Commencement Date"). On the Commencement Date of any Asset Sale Offer, the Company shall sendsend or cause to be sent, by first class mail, a notice to the Trustee and to each of the Holders. Such notice, with a copy to which shall govern the Trustee. The notice terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, and shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. : The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement and no longerafter the Commencement Date relating to such Asset Sale Offer, except to the extent that a longer period is required by applicable law (as so extended, the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 Sections 3.02 and 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon 43 No later than the commencement date which is five (5) Business Days after the date on which the aggregate amount of an Excess Proceeds exceeds $5.0 million, the Company shall notify the Trustee of such Asset Sale Offer in accordance with Section 3.09 hereof and commence or cause to be commenced the Asset Sale Offer on a date no later than fifteen (15) Business Days after such notice (the "Commencement Date"). On the Commencement Date, as defined in Section 4.10, of any Asset Sale Offer, the Company shall sendsend or cause to be sent, by first class mail, a notice to the Trustee and to each of the Holders. Such notice, with a copy to which shall govern the Trustee. The notice terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, and shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof4.10, the Company shall be Issuer is required to commence make an offer to all Holders to purchase Notes (an “Asset Disposition Offer”), it will follow the procedures specified below. The Asset Disposition Offer shall be made to all Holders and to the extent required by the terms of other Indebtedness of the Issuer or any Subsidiary Guarantor that does not constitute Subordinated Obligations, to all holders of such other senior secured Indebtedness that is pari passu outstanding with similar provisions requiring the Notes containing provisions similar Issuer or such Subsidiary Guarantor to those set forth in this Indenture with respect to offers make an offer to purchase or redeem such Indebtedness with the proceeds of sales of assets from any Asset Disposition (“Other Asset Disposition Indebtedness”), to purchase the maximum principal amount of Notes and any such other pari passu Other Asset Disposition Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds (Proceeds, at an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement and no longer, except offer price in cash in an amount equal to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days after the termination 100% of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of the Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the and Other Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any Disposition Indebtedness plus accrued and unpaid interest shall be paid to the Person date of purchase, in whose name accordance with the procedures set forth in this Section 3.12 or the agreements governing the Other Asset Disposition Indebtedness, as applicable, in each case in a Note is registered at principal amount of $200,000 and in integral multiples of $1,000 in excess thereof, in the close case of business on such record datethe Dollar Notes and €100,000 and in integral multiples of €1,000 in excess thereof, in the case of the Euro Notes. To the extent that the aggregate amount of Notes and no additional interest shall be payable to Holders who tender Notes Other Asset Disposition Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale OfferDisposition Offer is less than the Excess Proceeds, the Company shall send, Issuer may use any remaining Excess Proceeds for general corporate purposes in any manner not prohibited by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:this

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem required prepayments or redemptions of such Indebtedness with the excess proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement will be completed no earlier than 30 days and no longerlater than 60 days after notice of the Asset Sale Offer is provided to the Holders, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall will apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and such other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (at an “Asset Sale Offer”)offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, it shall follow if any, thereon to the procedures specified belowdate of purchase. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and of Notes and, to the extent required by the terms thereof, to all holders or lenders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers Pari Passu Indebtedness, to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and any such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders of Notes and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first first-class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) orto (i) first to purchase or redeem the maximum principal amount of Senior Notes and such other Indebtedness pari passu with the Senior Notes and (ii) second, if less than any Excess Proceeds remain following such purchase or redemption, to purchase or redeem the Offer Amount has been tendered, all maximum principal amount of Notes tendered in response to and such other Indebtedness pari passu with the Asset Sale OfferNotes. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Senior Notes and other Indebtedness pari passu with the Senior Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Senior Notes and such other Indebtedness pari passu with the Senior Notes to be purchased on a pro rata basis. If the aggregate principal amount of Notes and other Indebtedness pari passu with the Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds following the purchase in respect full of all of the purchase price Senior Notes and other Indebtedness pari passu with the Senior Notes, the Trustee will select the Notes and such other Indebtedness pari passu with the Notes to be paid upon any such purchase purchased on a pro rata basis. Upon completion of any Notes held by a Holder shall include such Holder’s Pro Rata Amount each Asset Sale Offer, the amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to Excess Proceeds will be so purchasedreset at zero. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof4.10, the Company shall be Issuer is required to commence make an offer to all Holders to purchase Notes (an “Asset Disposition Offer”), it will follow the procedures specified below. The Asset Disposition Offer shall be made to all Holders and to the extent required by the terms of other Indebtedness of the Issuer or any Subsidiary Guarantor that does not constitute Subordinated Obligations, to all holders of such other senior secured Indebtedness that is pari passu outstanding with similar provisions requiring the Notes containing provisions similar Issuer or such Subsidiary Guarantor to those set forth in this Indenture with respect to offers make an offer to purchase or redeem such Indebtedness with the proceeds of sales of assets from any Asset Disposition (“Other Asset Disposition Indebtedness”), to purchase the maximum principal amount of Notes and any such other pari passu Other Asset Disposition Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds (Proceeds, at an “offer price in cash in an amount equal to 100% of the principal amount of the Notes and Other Asset Sale Offer”)Disposition Indebtedness plus accrued and unpaid interest to the date of purchase, it shall follow in accordance with the procedures specified belowset forth in this Section 3.12 or the agreements governing the Other Asset Disposition Indebtedness, as applicable, in each case in a principal amount of £100,000 and in integral multiples of £1,000 in excess thereof, in the case of the Sterling Notes and $200,000 and in integral multiples of $1,000 in excess thereof, in the case of the Dollar Notes. To the extent that the aggregate amount of Notes and Other Asset Disposition Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Other Asset Disposition Indebtedness surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Other Asset Disposition Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Other Asset Disposition Indebtedness. For the purposes of calculating the principal amount of any such Indebtedness not denominated in sterling, such Indebtedness shall be calculated by converting any such principal amounts into their Sterling Equivalent determined as of a date selected by the Issuer or the Company that is within the Asset Disposition Offer Period. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Sale Offer shall Disposition Offer, insofar as it relates to the Notes, will remain open for a period of twenty (20) 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company shall Issuer will purchase the aggregate principal amount of Notes and Other Asset Disposition Indebtedness required to be purchased pursuant to this Section 5.10 hereof 3.12 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Other Asset Disposition Indebtedness validly tendered in response to the Asset Sale Disposition Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds Any Net Available Cash payable in respect of the purchase price Notes pursuant to this Section 3.12 will be paid apportioned between the Sterling Notes and the Dollar Notes in proportion to the respective aggregate principal amounts of Sterling Notes and Dollar Notes validly tendered and not withdrawn, based upon the Sterling Equivalent of such principal amount of Dollar Notes determined as of a date selected by the Issuer that is within the Asset Disposition Offer Period. To the extent that any such purchase portion of any Notes held by a Holder shall include such Holder’s Pro Rata Amount Net Available Cash payable in respect of the amounts Notes is denominated in a currency other than the currency in which the relevant Notes are denominated, the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in the Escrow Account, with respect to currency in which such Holder’s Notes are denominated that are to be so purchasedis actually received by the Issuer upon converting such portion into such currency. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Disposition Offer. Upon the commencement of an Asset Sale Disposition Offer, the Company shall send, by first class mail, Issuer will deliver a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Disposition Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "ASSET SALE OFFER"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall will apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other PARI PASSU Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Issuer is required to commence an offer to all Holders to purchase Notes (a “Net Proceeds Offer”), it will follow the procedures specified below. The Net Proceeds Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Net Proceeds Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, with such adjustments as may be needed so that only Notes in minimum amounts of $1,000 and integral multiples of $1,000 will be purchased) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Net Proceeds Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Net Proceeds Offer. Upon the commencement of an Asset Sale Net Proceeds Offer, the Company shall send, by first class mail, Issuer will send a notice to the Trustee and thereof to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Net Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Net Proceeds Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of and assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowProceeds. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall will apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Issuers are required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"), they will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes and secured by a Pari Passu Lien containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall Issuers will apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall Issuers will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, Any Asset Sale Offer pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer 10.17 shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) On a date within five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the aggregate principal amount of Notes Securities required to be purchased pursuant to Section 5.10 10.17 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. Payment for any Notes Securities so purchased shall be made in the same manner as interest payments are made. Funds payable The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in respect of the purchase price connection with any offer required to be paid upon any such purchase made by the Issuers to repurchase the Securities as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with provisions of this Section 11.08, the Issuers shall comply with the applicable securities laws or regulations and shall not be deemed to have breached their obligations hereunder by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note Security is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In If at any time the event that, pursuant to aggregate amount of Excess Proceeds that have not been applied in accordance with Section 5.10 hereof3.07 hereof exceeds $10.0 million, the Company shall be required to commence make an offer to all Holders of Securities and to all holders of other senior secured Indebtedness that is pari passu with the Notes Securities containing provisions similar to those set forth in this Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, to the extent required by the terms thereof (an "Asset Sale Offer") to purchase the maximum principal amount of Notes Securities and such other pari passu Indebtedness that may be purchased out of such Excess Proceeds, at an offer price in cash in an amount equal to 100% of principal amount thereof plus accrued and unpaid interest, if any, to the Excess Proceeds (an “Asset Sale Offer”)date of purchase, it shall follow in accordance with the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate maximum principal amount of Notes required to Securities and such other pari passu Indebtedness that may be purchased pursuant to Section 5.10 hereof with such Excess Proceeds (or such pro rata portion) (which maximum principal amount of Securities shall be the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes Securities and such other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in , subject to the same manner as interest payments are made. Funds payable in respect provisions of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedSection 3.07 hereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note Security or such other pari passu Indebtedness is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes Securities or such other pari passu Indebtedness pursuant to the Asset Sale Offer on the portion of the tendered Securities and such other pari passu Indebtedness purchased pursuant to the Asset Sale Offer. Upon the commencement of an any Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the HoldersHolders of the Securities and such other pari passu Indebtedness, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities and such other pari passu Indebtedness pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof4.10, the Company shall be Issuer is required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and if the Issuer elects (or is required by the terms of other pari passu indebtedness), all holders of other Indebtedness that is pari passu with the Notes. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuer shall apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other pari passu Indebtedness, if any, (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price pursuant to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedSection 4.01. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuer shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Asset Sale Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Asset Sale Offer Period (the “Purchase "Asset Sale Payment Date”"), the Company shall apply all Excess Proceeds to purchase the aggregate principal amount of Notes and other pari passu Indebtedness required to be purchased pursuant to Section 5.10 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes and other pari passu Indebtedness so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Asset Sale Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer Asset Sale Offer, it will follow the procedures specified below. The Asset Sale Offer shall be made to (i) all Holders of Notes, (ii) all holders of Indebtedness to be repaid pursuant to Section 4.10(b)(1)(x) and to (iii) all holders of other senior secured Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth contained in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall will apply all Excess Proceeds (the "Offer Amount") to the purchase the aggregate principal amount of Notes required to and such other pari passu Indebtedness (on a pro rata basis, if applicable, with such adjustments so that only Notes in denominations of $2,000, or integral multiples of $1,000 thereof, will be purchased pursuant to Section 5.10 hereof (the “Offer Amount”purchased) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall Additional Interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof4.10, the Company shall be Issuer is required to commence make an offer to all Holders to purchase Notes (an “Asset Disposition Offer”), it will follow the procedures specified below. The Asset Disposition Offer shall be made to all Holders and to the extent required by the terms of other Indebtedness of the Issuer or any Subsidiary Guarantor that does not constitute Subordinated Obligations, to all holders of such other senior secured Indebtedness that is pari passu outstanding with similar provisions requiring the Notes containing provisions similar Issuer or such Subsidiary Guarantor to those set forth in this Indenture with respect to offers make an offer to purchase or redeem such Indebtedness with the proceeds of sales of assets from any Asset Disposition (“Other Asset Disposition Indebtedness”), to purchase the maximum principal amount of Notes and any such other pari passu Other Asset Disposition Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds (Proceeds, at an “offer price in cash in an amount equal to 100% of the principal amount of the Notes and Other Asset Sale Offer”)Disposition Indebtedness plus accrued and unpaid interest to the date of purchase, it shall follow in accordance with the procedures specified belowset forth in this Section 3.12 or the agreements governing the Other Asset Disposition Indebtedness, as applicable, in each case in a principal amount of £100,000 and in integral multiples of £1,000 in excess thereof. To the extent that the aggregate amount of Notes and Other Asset Disposition Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Other Asset Disposition Indebtedness surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Other Asset Disposition Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Other Asset Disposition Indebtedness. For the purposes of calculating the principal amount of any such Indebtedness not denominated in sterling, such Indebtedness shall be calculated by converting any such principal amounts into their Sterling Equivalent determined as of a date selected by the Issuer or the Company that is within the Asset Disposition Offer Period. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Sale Offer shall Disposition Offer, insofar as it relates to the Notes, will remain open for a period of twenty (20) 20 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company shall Issuer will purchase the aggregate principal amount of Notes and Other Asset Disposition Indebtedness required to be purchased pursuant to this Section 5.10 hereof 3.12 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Other Asset Disposition Indebtedness validly tendered in response to the Asset Sale Disposition Offer. Payment for To the extent that any Notes so purchased shall be made in the same manner as interest payments are made. Funds portion of Net Available Cash payable in respect of the purchase price to be paid upon any Notes is denominated in a currency other than the currency in which the relevant Notes are denominated, the amount thereof payable in respect of such purchase Notes shall not exceed the net amount of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts funds in the Escrow Account, with respect to currency in which such Holder’s Notes are denominated that are to be so purchasedis actually received by the Issuer upon converting such portion into such currency. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Disposition Offer. Upon the commencement of an Asset Sale Disposition Offer, the Company shall send, by first class mail, Issuer will deliver a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Disposition Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rota basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall Issuers will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall will remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Asset Sale Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Asset Sale Offer Period (the “"Asset Sale Purchase Date”"), the Company shall will purchase the aggregate principal amount of Notes and Pari Passu Indebtedness required to be purchased pursuant to Section 5.10 4.10 hereof (the “"Asset Sale Offer Amount”") or, if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of made on the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedNotes. If the Asset Sale Purchase Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall and Liquidated Damages will be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the HoldersHolders of Notes, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders holders or lenders, as the case may be, to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer (an "ASSET SALE OFFER") to all Holders to purchase Notes and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales the sale of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”)"OTHER INDEBTEDNESS") , it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law or appropriate to coordinate the combined repurchase of the Notes and Other Indebtedness (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) 20 Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to in 33 accordance with the terms, conditions and limitations set forth in Section 5.10 4.10 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest interest, including Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. At the Company's request, the Trustee shall give the notice of the Asset Sale Offer in the Company's name and at the Company's expense. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Issuers are required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the Holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes (in amounts of $100,000 and integral multiples of $1,000 in excess thereof) and such 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 and Special Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth hereunder. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by sending the notice described below. The Asset Sale Offer will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days Promptly after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof Issuers will apply all Excess Proceeds (the “Offer Amount”) orto the purchase of Notes and such other Pari Passu Indebtedness (i) if the aggregate amount of Notes and Pari Passu Indebtedness that has been tendered is greater than the Offer Amount, on a pro rata basis as provided in the next succeeding paragraph or (ii) if less than the Offer Amount has been tendered, all Notes and other Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for If the aggregate principal amount of Notes and such other Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the Offer Amount, the Trustee shall select the Notes to be purchased (in amounts of $100,000 and integral multiples of $1,000 in excess thereof), and the Issuers shall select such Pari Passu Indebtedness to be purchased, in each case on a pro rata basis based on (i) the accreted value or principal amount of such Pari Passu Indebtedness tendered and (ii) the principal amount of the Notes tendered. Upon completion of any Notes so purchased such Asset Sale Offer, the amount of Excess Proceeds shall be made reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). To the extent that the aggregate amount of Notes and such other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with the other covenants contained in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedthis Indenture. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Special Interest, if any, up to but excluding the Purchase Date, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. If and for so long as the Notes are listed on the GEM and the rules of the GEM so require, the Issuers will publish notices relating to the Asset Sale Offer in a leading newspaper of general circulation in Ireland or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Irish Stock Exchange. Upon the commencement of an Asset Sale Offer, the Company shall Issuers will send, by first class mailmail or otherwise in accordance with the procedures of DTC, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders and to purchase Notes (an "ASSET SALE OFFER"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all holders Holders and all Holders of other senior secured Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall will apply all Excess Proceeds (the "OFFER AMOUNT") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other PARI PASSU Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”a "ASSET SALE OFFER"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date a Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. The Notes shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act, subject to proration in the event the Note Amount is less than the aggregate Offered Price of all Notes tendered. The Company shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders (and to all holders of other senior secured Senior Subordinated Indebtedness that is pari passu with of the Notes containing provisions similar to those set forth in this Indenture with respect to offers Company designated by the Company) to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes (and such other pari passu Senior Subordinated Indebtedness that may be purchased out of the Excess Proceeds Company) (an “Asset Sale Offer”"ASSET SALE OFFER"), it shall follow the procedures specified below. The Company shall complete the Asset Sale Offer no earlier than 30 days and no later than 60 days after notice of the Asset Sale Offer is provided to the Holders or such later date as may be required by applicable law. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longercommencement, except or longer to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 Sec- tion 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders of Notes and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase pur- chase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”), to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the princi- pal amount of Notes and such other pari passu Indebtedness then outstanding, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business busi- ness on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset As- set Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 or 4.11 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”"ASSET SALE OFFER" or an "EVENT OF LOSS OFFER," respectively, and either one an "EXCESS PROCEEDS OFFER"), it shall follow the procedures specified below. The Asset Sale Excess Proceeds Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof 4.10 or 4.11 hereof, as the case may be (the “Offer Amount”) "OFFER AMOUNT"), or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Excess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. (a) In the event that, pursuant to Article V, Section 5.10 hereof6(b)(iv) ("Repurchase at the Option of Holders--Asset Sales"), the Company shall be required to commence an Asset Sale Offer, it shall make an offer (an "Asset Sale Offer") to all Holders of Mortgage Bonds, and to all holders of other senior secured Indebtedness that is pari passu ranks equally in right of payment with the Notes Mortgage Bonds containing provisions similar to those set forth in this Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes the Mortgage Bonds and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowProceeds. The offer price in any Asset Sale Offer shall remain open for a period be equal to 100% of twenty (20) Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any plus accrued and unpaid interest shall be paid interest, if any, to the Person in whose name a Note is registered at the close date of business on such record datepurchase, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offerin cash. Upon the commencement If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company shall sendmay use those Excess Proceeds for any purpose not otherwise prohibited by this Supplemental Indenture. If the aggregate principal amount of Mortgage Bonds tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to repurchases of the Mortgage Bonds, by first class mail, a notice to the Trustee and shall select the Mortgage Bonds to be purchased on a pro rata basis. Upon completion of each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Failure to comply with the provisions respecting an Asset Sale Offer shall be made constitute a Triggering Event, subject to all Holders. The noticenotice and lapse of time as specified in Article V, which shall govern the terms of the Asset Sale Offer, shall state:Section 3(a)(iv).

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company Issuers shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Pari Passu Notes (an “Asset Sale Offer”)) to purchase the maximum principal amount (or accreted value, as applicable, of Notes and Pari Passu Notes that may be purchased out of Excess Proceeds) of Notes and Pari Passu Notes it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the aggregate principal amount (or accreted value, as applicable) of Notes and Pari Passu Notes required to be purchased pursuant to Section 5.10 4.10 hereof (on a pro rata basis if Notes and Pari Passu Notes tendered are in excess of the Excess Proceeds) (which maximum principal amount of Notes shall be the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In Within 30 days after the event that, pursuant to date that Excess Proceeds exceed $10.0 million and an Asset Sale Offer is required under Section 5.10 4.10 hereof, the Company shall be required mail or cause the Trustee to commence mail (in the Company's name and at its expense and pursuant to an Officers' Certificate) an offer to all Holders purchase to each Holder of Notes pursuant to the terms of this Section 3.9 and to all holders of other senior secured Indebtedness (including the Existing Notes) that is ranks by its terms pari passu in right of payment with the Notes containing provisions and the terms of which contain substantially similar to those set forth in this Indenture requirements with respect to offers to purchase or redeem with the application of net proceeds of from asset sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowas are contained herein. The Asset Sale Offer shall remain open for a period of twenty (20as defined in Section 4.10) Business Days following its commencement and no longer, except with respect to the extent Notes shall be mailed by the Company (or the Trustee) to Holders of Notes at their last registered address with a copy to the Trustee and the Paying Agent and shall set forth (a) notice that a longer period an Asset Sale has occurred, that the Company is making an Asset Sale Offer, pursuant to this Section 3.9, and that each Holder of Notes then outstanding has the right to require the Company to repurchase, for cash, such Holder's Notes at the Asset Sale Offer Price, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the payment date; (b) the purchase price per $1,000 of principal amount and the payment date of the Asset Sale Offer, (c) the maximum amount of Excess Proceeds, required to be applied to such Asset Sale Offer with respect to the Notes; (d) that any Notes properly tendered pursuant to the Asset Sale Offer will be accepted for payment (subject to reduction as provided in this Section 3.9) on the payment date of the Asset Sale Offer and any Notes not properly tendered will remain outstanding and continue to accrue interest and Liquidated Damages, if applicable; (e) that unless the Company defaults in the payment of the Asset Sale Offer Price, all Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages after the payment date of the Asset Sale Offer; (f) that Holders electing to have any Notes purchased pursuant to an Asset Sale Offer will be required to surrender the Notes, with the form entitled Option of Holder to Elect Purchase on the reverse of the Notes completed, or transfer by applicable law book-entry transfer, to the Company, the Depository or the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the payment date of the Asset Sale Offer; (g) that Holders will be entitled to withdraw their tendered Notes and their election to require the “Offer Period”). As promptly as practicable and no Company to purchase the Notes provided that the Paying Agent receives, not later than three (3) the close of business on the second Business Days after Day preceding the termination payment date of the Offer Period (Asset Sale Offer, a telegram, telex, facsimile transmission or letter setting forth the “Purchase Date”)name of the Holder, the Company shall purchase principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing such Holder's tendered Notes and such Holder's election to have such Notes purchased; (h) that, if the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof (surrendered by Holders exceeds the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to amount of the Asset Sale Offer. Payment for any , the Company shall select the Notes to be purchased by lot on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so purchased that only Notes in denominations of $1,000, or integral multiples thereof, shall be made purchased or otherwise in accordance with this Indenture); and (i) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the same manner as interest payments are made. Funds payable in respect unpurchased portion of the purchase price to be paid upon any such purchase of any Notes held surrendered (or transferred by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedbook-entry transfer). If the Purchase Date payment date of the Asset Sale Offer is on or after an interest payment record date and on or before the related interest payment date, any accrued interest and unpaid interest shall Liquidated Damages will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes Note pursuant to the Asset Sale Offer. The Company shall fix the payment date of the Asset Sale Offer shall for such purchase no earlier than 30 but no more than 60 days after the Asset Sale Offer is mailed as set forth above, except as may otherwise be made to all Holdersrequired by applicable law. The noticeCompany shall comply, which to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase Notes pursuant to this Section 3.9. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.9, the Company shall govern comply with the terms applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. On the payment date of the Asset Sale Offer, the Company shall, to the extent permitted by law, (x) accept for payment Notes or portions thereof properly tendered pursuant to the Asset Sale Offer, (y) deposit with the Paying Agent the amount of money, in immediately available funds, equal to the maximum Excess Proceeds required under Section 4.10 to be applied to such Asset Sale Offer with respect to such Notes and (z) deliver or cause to be delivered to the Trustee, Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. If the aggregate purchase price of all Notes properly tendered exceeds the maximum amount of Excess Proceeds, required to be applied to such Asset Sale Offer with respect to such Notes, as applicable, the Notes or portions thereof to be purchased shall state:be selected pursuant to Section 3.2 hereof. The Paying Agent shall promptly mail to each Holder of Notes so accepted for payment a check in an amount equal to the aggregate purchase price of the Notes purchased by the Company from such Holder and the Trustee shall promptly authenticate and mail to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of any Note surrendered, if any, or return any unpurchased Note to such Holder; provided, however, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce in a newspaper of national circulation or in a press release provided to a nationally recognized financial wire service the results of the Asset Sale Offer on the payment date. Other than as specifically provided in this Section 3.9, each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1, 3.2, 3.5 and 3.6 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and if the Company elects (or is required by the terms of other pari passu indebtedness), all holders of other Indebtedness that is pari passu with the Notes. The Asset Sale Offer shall remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness, if any, (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price pursuant to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedSection 4.01 hereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, that the Company Issuers shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Notes (a "Purchase Offer") pursuant to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (Section 4.10 hereof, an “"Asset Sale Offer”)," or pursuant to Section 4.15 hereof, it a "Change of Control Offer," the Issuers shall follow the procedures specified below. The Asset Sale Purchase Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof 4.10 hereof, in the case of an Asset Sale Offer or 4.15 hereof, in the case of a Change of Control Offer (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Purchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Purchase Offer. Upon the commencement of an Asset Sale a Purchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Purchase Offer. The Asset Sale Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Purchase Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Senior Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer Amount”) or, if Senior Notes tendered in response to the Asset Sale Offer are less than the Offer Amount has been tenderedamount required to be purchased pursuant to Section 4.10 hereof, all Senior Notes tendered in response to the Asset Sale Offer. Payment for any Senior Notes so purchased shall be made in the same manner as interest payments are made. Funds payable The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in respect of the purchase price connection with any offer required to be paid upon any such purchase made by the Company to repurchase the Senior Notes as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with provisions of this Section 3.09, the Company shall comply with the applicable securities laws or regulations and shall not be deemed to have breached its obligations hereunder by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Senior Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Senior Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, Any Asset Sale Offer pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer 4.16 shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) On a date within five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.16 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in respect of the purchase price connection with any offer required to be paid upon any such purchase made by the Issuers to repurchase the Notes as a result of an Asset Sale Offer. To the extent that the provisions of any Notes held securities laws or regulations conflict with provisions of this Section 3.10, the Issuers shall comply with the applicable securities laws or regulations and shall not be deemed to have breached their obligations hereunder by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be Issuers are required to commence an offer to all Holders and to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all holders Holders (with a copy to the Trustee) and all Holders of other senior secured Indebtedness that is pari passu with the Notes Parity Lien Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowSales or Casualty Events. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other Parity Lien Debt (on a pro rata basis based on the principal amount of Notes and such other Parity Lien Debt surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Parity Lien Debt tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall Issuers will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets; provided, however, that the Company shall be permitted, at the Company’s option, to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (make an “Asset Sale Offer”), it shall follow Offer with respect to the procedures specified belowFixed Rate Notes prior to making an Asset Sale Offer with respect to the Floating Rate Notes. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, Any Asset Sale Offer pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified below. The Asset Sale Offer 4.14 shall remain open for a period of twenty (20) Business Days following its commencement at least 30 and no longernot more than 40 days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no later than three (3) On a date within five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.14 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for The Company shall comply with any Notes so purchased shall tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made in by the same manner Company to repurchase the Notes as interest payments are madea result of an Asset Sale Offer. Funds payable in respect of To the purchase price to be paid upon any such purchase extent that the provisions of any Notes held securities laws or regulations conflict with provisions of this Section 3.9, the Company shall comply with the applicable securities laws or regulations and shall not be deemed to have breached its obligations hereunder by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedvirtue thereof. If the Purchase Date is on or after an interest record date Interest Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an "ASSET SALE OFFER"), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall will apply all Excess Proceeds (the "OFFER AMOUNT") to the purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof and such other PARI PASSU Indebtedness (the “Offer Amount”on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale OfferOffer and any excess remaining may be used by the Company or a Restricted Subsidiary for any other purpose not prohibited by this Indenture. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.11 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and (i) with respect to Excess Proceeds from any Asset Sale that is a Collateral Disposition, all holders of other senior secured Parity Lien Obligations, or (ii) with respect to other Excess Proceeds, all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, repay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other Indebtedness (on a pro rata basis based on the outstanding amount of the Notes and such other Indebtedness, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect For the avoidance of doubt, each Asset Sale Offer shall be made to the Holders and to any applicable Other Offer Parties pursuant to Section 4.11 and the aggregate amount of the purchase price Notes subject to any Asset Sale Offer that is also made to Other Offer Parties shall be paid upon any such purchase an amount of any Notes held by a Holder shall include such Holder’s Pro Rata Amount Excess Proceeds that is proportionate to the then aggregate outstanding principal amount of the amounts Notes relative to the then outstanding principal amount of relevant Indebtedness of the Other Offer Parties. In addition, if the offer requirements or mechanics applicable to such other Indebtedness are not consistent with the procedures set forth in this Section 3.09 for an Asset Sale Offer, the Escrow Account, Company may change the procedures for such Asset Sale Offer from those set forth herein provided that (x) no change may be made with respect to the amount of Notes subject to the Asset Sale Offer and (y) such Holder’s Notes that are to procedures shall be so purchasedclearly set out in the relevant Asset Sale Offer notice. If the Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mailmail (or electronically in the case of Global Notes), a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Pari Passu Notes (an “Asset Sale Offer”)) to purchase the maximum principal amount (or accreted value, as applicable, of Notes and Pari Passu Notes that may be purchased out of Excess Proceeds) of Notes and Pari Passu Notes it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount (or accreted value, as applicable) of Notes and Pari Passu Notes required to be purchased pursuant to Section 5.10 4.10 hereof (on a pro rata basis if Notes and Pari Passu Notes tendered are in excess of the Excess Proceeds) (which maximum principal amount of Notes shall be the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made in accordance with this Section 3.07 to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar requiring the Company to those set forth in this Indenture with respect to offers make an offer to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased out or redeemed with Excess Proceeds, plus accrued and unpaid interest to, but not including, the date of consummation of the Excess Proceeds (an “Asset Sale Offer”)purchase, it shall follow the procedures specified belowand will be payable in cash. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders of Notes and to all holders Holders of other senior secured Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”"ASSET SALE OFFER"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.10 hereof (the “Offer "OFFER Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no No later than three (3) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the outstanding amount of the Notes and such other Indebtedness that is pari passu with the Notes, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Funds payable in respect For the avoidance of doubt, each Asset Sale Offer shall be made to the Holders and to any applicable Other Offer Parties pursuant to Section 4.10 and the aggregate amount of the purchase price Notes subject to any Asset Sale Offer that is also made to Other Offer Parties shall be paid upon any such purchase an amount of any Notes held by a Holder shall include such Holder’s Pro Rata Amount Excess Proceeds that is proportionate to the then aggregate outstanding principal amount of the amounts Notes relative to the then outstanding principal amount of relevant Indebtedness of the Other Offer Parties. In addition, if the offer requirements or mechanics applicable to such other Indebtedness are not consistent with the procedures set forth in this Section 3.09 for an Asset Sale Offer, the Escrow Account, Company may change the procedures for such Asset Sale Offer from those set forth herein provided that (x) no change may be made with respect to the amount of Notes subject to the Asset Sale Offer and (y) such Holder’s Notes that are to procedures shall be so purchasedclearly set out in the relevant Asset Sale Offer notice. If the Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mailmail (or electronically in the case of Global Notes), a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.16 hereof, the Company shall be required to commence make an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “"Asset Sale Offer”"), it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) Business Days following its commencement at least 30 and no longernot more than 40 days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no later than three (3) On a date within five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 4.16 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for The Company shall comply with any Notes so purchased shall tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made in by the same manner Company to repurchase the Notes as interest payments are made. Funds payable in respect a result of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedan Asset Sale Offer. If the Purchase Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:: that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 4.16 hereof and the length of time the Asset Sale Offer shall remain open; the Offer Amount, the purchase price, separately stating the amount of any accrued and unpaid interest and Liquidated Damages, if any, and the Purchase Date; that any Note not tendered or accepted for payment shall remain outstanding and continue to accrue interest and Liquidated Damages, if any; that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest or Liquidated Damages, if any, on the Purchase Date; that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note 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 not later than the last Business Day of the Offer Period; that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last Business Day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; that, if the aggregate principal amount of Notes properly tendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before noon (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount (of, if less than the Offer Amount has been properly tendered, such lesser amount as shall equal the principal amount of Notes properly tendered), together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the Purchase Date, to be held for payment in accordance with the terms of this Section 3.10. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) 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 this Section 3.10. The Company, the depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder whose Notes are to be purchased an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Purchase Date, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. COVENANTS

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be required to commence an offer to all Holders and to all holders of other senior secured Debentures and Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount ---------------- (or accreted value, as applicable, of Notes Debentures and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”Proceeds), of Debentures and Pari Passu Indebtedness it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five ------------ Business Days after the termination of the Offer Period (the “"Purchase Date”"), ------------- the Company shall purchase the aggregate principal amount (or accreted value, as applicable) of Notes Debentures and Pari Passu Indebtedness required to be purchased pursuant to Section 5.10 4.10 hereof (on a pro rata basis if Debentures and Pari Passu Indebtedness tendered are in excess of the “Excess Proceeds) (which maximum principal amount of Debentures shall be the "Offer Amount”") or, if less than the ------------ Offer Amount has been tendered, all Notes Debentures and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes Debentures so purchased shall be made in the same manner as interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note Debenture is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes Debentures pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes Debentures pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 4.10 hereof, the Company shall be is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and to all holders of other senior secured Indebtedness of the Company or any Guarantor that is ranks pari passu with the Notes containing and contains provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”), it shall follow the procedures specified belowassets. The Asset Sale Offer shall will remain open for a period of twenty (20) at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). As promptly as practicable and no later than three (3) Business Days Promptly after the termination of the Offer Period (the “Offer Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered or required to be repaid or redeemed), and thereafter, the Notes to be purchased shall be selected on a pro rata basis (subject to applicable DTC procedures with respect to the Global Notes) based on the principal amount tendered (with, in each case, such adjustments as may be deemed appropriate by the Company or the Trustee, as applicable, so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased, provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale OfferOffer shall be purchased. Payment for any Notes so purchased shall will be made in the same manner as principal and interest payments are made. Funds payable in respect of the purchase price to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchased. If the Offer Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall will send, by first class mailmail (or with respect to Global Notes to the extent permitted or required by applicable DTC procedures or regulations, send electronically), a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 5.10 hereof, that the Company Issuers shall be required to commence an offer to all Holders and to all holders of other senior secured Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Notes pursuant to purchase the maximum amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Section 4.11 (an “"Asset Sale Offer”"), it they shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of twenty (20) 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). As promptly as practicable and no No later than three (3) five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 5.10 hereof 4.11 (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Funds payable Unless the Issuers default in respect of making such payment, any Note accepted for payment pursuant to the purchase price Asset Sale Offer shall cease to be paid upon any such purchase of any Notes held by a Holder shall include such Holder’s Pro Rata Amount of accrue interest after the amounts in the Escrow Account, with respect to such Holder’s Notes that are to be so purchasedPurchase Date. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, Offer the Company Issuers shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:: that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; the Offer Amount, the purchase price and the Purchase Date; that any Note not tendered or accepted for payment shall continue to accrue interest; that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or may elect to have Notes purchased in integral multiples of $1,000 only; that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.