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 4.11 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “"Asset Sale Offer” " or “"Qualified CMBS Transaction Offer,” " as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will apply all Excess Proceeds (the “"Offer Amount”") to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and and, at the option of the Company, to all holders of other Debt 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 and assetsPari Passu Indebtedness. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt Pari Passu Indebtedness (on a pro rata basis, if applicableapplicable and practicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Pari Passu Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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 DamagesAdditional 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Junior Lien Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Junior Lien Debt (on a pro rata basisbasis based on the principal amount of Notes and such other Junior Lien Debt surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Junior Lien Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If any Excess Proceeds remain after consummation of an Asset Sale Offer in respect of the Notes, such other Junior Lien Debt described above, and in respect of the First Lien Notes and any Priority Lien Debt as required by Section 4.10(f) hereof, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and and, if required by the terms of any other Parity Lien Debt, all such holders of other Debt that is pari passu with the Notes containing provisions similar Parity Lien Debt, to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds maximum principal amount of sales Notes and assetssuch other Parity Lien Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Parent and its Restricted Subsidiaries will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Parity Lien Debt (on a pro rata basisbasis 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 Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they it will follow the procedures specified below. The To the extent there exist Excess Proceeds, pursuant to Section 4.10 hereof, the Company shall purchase pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offerfrom all tendering Holders on a pro rata basis (with such adjustments made so that no Notes will be purchased in an unauthorized denomination), as and, at the case may beCompany’s option, shall be made to all Holders and all on a pro rata basis with the holders of any other Debt that is pari passu Senior Indebtedness with similar provisions requiring the Notes containing provisions similar Company to those set forth in this Indenture with respect to offers offer to purchase or redeem the other Senior Indebtedness with the proceeds of sales Asset Sales, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of Notes and assetsthe other Senior Indebtedness to be purchased equal to such Excess Proceeds. The purchase date shall be no earlier than 30 days nor later than 60 days from the date notice of such Asset Sale Offer or Qualified CMBS Transaction Offeris mailed, other than as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is be required by applicable law (the “Asset Sale Offer PeriodPayment Date”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to If the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, interest 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of Within 20 days following an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as including the case may bepurchase date. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Issuer is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assetsNotes. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basisbasis or in accordance with the applicable procedures of the Depositary, subject to adjustments so no Note in an unauthorized denomination remains outstanding after such purchase, if applicable) or, if less than the Offer Amount has been tenderedExcess Proceeds exceed the purchase price of the Notes, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest Cash Interest payments are made. 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, interest 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Issuer will send, by first class mail, or deliver electronically, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.09 hereof, the Issuers are Company is required to commence an offer (an "ASSET SALE OFFER") to all Holders to purchase Notes all or any part (an “Asset Sale Offer” equal to $1,000 or “Qualified CMBS Transaction Offer,” as any integral multiple of $1,000 in excess of $1,000) of that Holder's Notes, the case may be), they Company will follow the procedures specified belowbelxx. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than three five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”"OFFER AMOUNT") to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are madepursuant to Section 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 Liquidated Damages, if any, interest will be paid to the Person Person, in cash, in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof4.10, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and and, at the option of the Company, all holders of other Debt 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 and assetsNotes. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will Company shall apply all Excess Proceeds (the “"Offer Amount”") to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Priority Lien Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Priority Lien Debt (on a pro rata basisbasis based on the principal amount of Notes and such other Priority Lien Debt surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Priority Lien Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If any Excess Proceeds remain after consummation of an Asset Sale Offer in respect of the Notes, such other Priority Lien Debt described above, and in respect of the Second Lien Notes and any Junior Lien Debt as required by Section 4.10(f) hereof, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to (x) all Holders and all holders of (y) to the extent any other Debt Indebtedness that is pari passu in right of payment with the Notes containing contains provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets and assetssuch provisions require the Issuers to make such an offer, to all holders of such other Indebtedness. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and and, if applicable, such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, interest and Liquidated DamagesSpecial 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mailmail or via electronic transmission, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, deliver a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company shall be required to commence an offer to all Holders to purchase the maximum principal amount of Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 (an "Asset Sale Offer") it shall follow the proceeds of sales and assetsprocedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Daysno longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will apply all Excess Proceeds (Company shall purchase the “Offer Amount”) to the purchase principal amount of Notes and such other pari passu Debt Indebtedness required to be purchased pursuant to Section 4.10 hereof (on a pro rata basis, if applicablethe "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes and such other Debt pari passu Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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 DamagesAdditional Interest, if any, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may beshall be made to all Holders. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be)Disposition, they will follow the procedures specified below. The Asset Sale Disposition Offer or Qualified CMBS Transaction Offer, as the case may be, Collateral Proceeds Offer shall be made to all Holders and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth indebtedness as provided in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and assetsSection 4.10 hereof. The Asset Sale Disposition Offer or Qualified CMBS Transaction Offer, as the case may be, Collateral Proceeds Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds or Collateral Excess Proceeds, as applicable (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt debt permitted to be repurchased pursuant to Section 4.10 hereof (on a pro rata basis, if applicablebasis based on the principal amount of Notes surrendered) or, if less than the Offer Amount has been tenderedvalidly tendered and not withdrawn, all Notes and other Debt debt validly tendered and not withdrawn in response to the Asset Sale Disposition Offer or Qualified CMBS Transaction Collateral Proceeds Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who validly tender Notes pursuant to the Asset Sale Disposition Offer or the Qualified CMBS Transaction Collateral Proceeds Offer, as the case may be. Upon the commencement of an Asset Sale Disposition Offer or Qualified CMBS Transaction Collateral Proceeds Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Disposition Offer or Qualified CMBS Transaction Collateral Proceeds Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Disposition Offer or Qualified CMBS Transaction Collateral Proceeds Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable, except that any Notes represented by Global Notes will be selected by the Depositary based on the Depositary’s applicable procedures) or, if less than the Offer Amount has been tendered, all Notes and other Debt pari passu Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest other principal payments are made. 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, interest 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, send a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 to redeem with the proceeds Excess Proceeds of sales and assetsAsset Sales. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more be completed no earlier than 30 Business Daysdays and no later 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”"). No later than three Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers Company will apply all Excess Proceeds (the “"Offer Amount”") to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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 DamagesSpecial 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 or Special Interest, if any, will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Issuer is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt Indebtedness that is pari passu with the Notes (or has been issued by a Finance Subsidiary of Inmarsat Holdings Limited and guaranteed by at least Inmarsat Holdings Limited on a pari passu basis) containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales clause 3.09 and assetsclause 4.10 hereof. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If Subject to Section 2.07(i)(7), if the Purchase Date is on or after an interest record date and on or before the related interest payment dateRegular Interest Payment Date, any accrued and unpaid interest, Additional Amounts, and Liquidated DamagesAdditional 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Issuer will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and and, at the Company’s option, all holders of Priority Debt, any Indebtedness secured by a Permitted Prior Lien and any other Debt 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 and assetsParity Debt. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Priority Debt, Indebtedness secured by a Permitted Prior Lien and/or any other pari passu Parity Debt (on a pro rata basisbasis based on the principal amount of Notes and such other Indebtedness surrendered, if applicable, except that any Notes represented by Global Notes will be selected by the Depositary based on the Depositary’s applicable procedures) or, if less than the Offer Amount has been tendered, all Notes and other Debt such Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest other principal payments are made. If the Purchase Date is on or after an interest record date Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest, and Liquidated Damages, if any, interest will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, send a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 purchase, prepay or redeem with the proceeds of sales and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase purchase, prepayment or redemption of Notes and such other pari passu Debt Indebtedness (on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicableapplicable (except that any Notes represented by a Global Note will be selected by such method as the Depositary or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements)) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mailmail (or when the Notes are represented by Global Notes, send electronically pursuant to the Applicable Procedures of the Depositary), a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and and, if required by the terms of any Indebtedness that is pari passu with the Notes, all holders of other Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three five Business Days after the termination expiration of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basisbasis 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 Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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 DamagesSpecial 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the HoldersHolders or otherwise deliver such notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt that is pari passu with the Notes Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers Company will apply all Excess Proceeds (the “"Offer Amount”") to the purchase of Notes and such other pari passu Debt Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest redemption payments are made. 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 DamagesAdditional 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Issuer is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” ”) or “Qualified CMBS Transaction a Notes Offer,” as the case may be), they it will follow the procedures specified below. The Each Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, and Notes Offer shall be made to all Holders and and, to the extent applicable, to all holders of other Debt Indebtedness that is pari passu with the Notes or any Note Guarantee 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 and of assets. The Each Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, and Notes Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Issuer will apply all Excess Proceeds Proceeds, in the case of an Asset Sale Offer, or Net Proceeds, in the case of a Notes Offer, (the “Offer Amount”) ), to the purchase of Notes and, if applicable, such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Debt (on a pro rata basisIndebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and and, if applicable, other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Notes Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Notes Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Issuer will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, 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 Debt 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 and assetsNotes. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt Indebtedness, if any, (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are madepursuant to Section 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, interest and Liquidated DamagesSpecial Interest, if any, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Issuer is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” ”) or “Qualified CMBS Transaction a Notes Offer,” as the case may be), they it will follow the procedures specified below. The Each Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, and Notes Offer shall be made to all Holders and and, to the extent applicable, to all holders of other Debt Indebtedness that is pari passu with the Notes or any Note Guarantee 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 and of assets. The Each Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, and Notes Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Issuer will apply all Excess Proceeds Proceeds, in the case of an Asset Sale Offer, or Net Proceeds, in the case of a Notes Offer (the “Offer Amount”) to the purchase of Notes and, if applicable, such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Debt (on a pro rata basisIndebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and and, if applicable, other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Notes Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Notes Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction a Notes Offer, as the case may be, the Issuers Issuer will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction the Notes Offer, as the case may beapplicable. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction the Notes Offer, as the case may beapplicable, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company shall be required to commence an offer to all Holders to purchase Notes (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Daysno longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will apply all Excess Proceeds Company shall purchase the aggregate principal amount (the “Offer Amount”or accreted value, as applicable) to the purchase of Notes and such other pari passu Debt senior Indebtedness of the Company required to be purchased pursuant to Section 4.10 hereof (on a pro rata basis, basis if applicableNotes 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 Debt senior Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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 DamagesSpecial Interest, if any, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may beshall be made to all Holders. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assetsPari Passu Lien In- debtedness. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days business days following its commencement and not more than 30 Business Daysbusiness days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days business days after the termination of the Offer Of- fer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments pay- ments are made. If the Purchase Date is on or after an interest record date and on or before the related interest in- terest payment date, any accrued and unpaid interest, and Liquidated Damages, if any, interest 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 will be payable to Holders Hold- ers who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials materi- als necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company shall be required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Daysno longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may beshall be made to all Holders. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt that is pari passu with the Notes Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”") to the purchase of Notes and such other pari passu Debt Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Pari Passu Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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 DamagesSpecial 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer Asset Sale Offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be)Notes, they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and and, if required by the terms of other Parity Lien Debt, to all holders of such other Debt 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 and assetsParity Lien Debt. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Parity Lien Debt (on a pro rata basisbasis 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 or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company shall be required to commence an offer to all Holders to purchase Notes (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Daysno longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will apply all Excess Proceeds Company shall purchase the principal amount (the “Offer Amount”or accreted value, as applicable) to the purchase of Notes and such other pari passu Debt senior Indebtedness of the Company required to be purchased pursuant to Section 4.10 hereof (on a pro rata basis, basis if applicableNotes 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 Debt senior Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may beshall be made to all Holders. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.09 hereof, the Issuers are Company is required to commence an offer (an "ASSET SALE OFFER") to all Holders to purchase Notes all or any part (an “Asset Sale Offer” equal to $1,000 or “Qualified CMBS Transaction Offer,” as any integral multiple of $1,000 in excess of $1,000) of that Holder's Notes, the case may be), they Company will follow the procedures specified belowbelox. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than three five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”"OFFER AMOUNT") to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are madepursuant to Section 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 Liquidated Damages, if any, interest will be paid to the Person Person, in cash, in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Junior Lien Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers Company will apply all Excess Proceeds (the “"Offer Amount”") to the purchase of Notes and such other pari passu Junior Lien Debt (on a pro rata basisbasis based on the principal amount of Notes and such other Junior Lien Debt surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Junior Lien Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If any Excess Proceeds remain after consummation of an Asset Sale Offer in respect of the Notes, such other Junior Lien Debt described above, and in respect of the First Lien Notes and any Priority Lien Debt as required by Section 4.10(f) hereof, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company shall be required to commence an offer to all Holders of Notes and, to the extent required by the terms thereof, to all 50 44 holders or lenders of other Pari Passu Indebtedness, to purchase Notes and any such Pari Passu Indebtedness (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Daysno longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will apply all Excess Proceeds Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof, giving effect to any related offer for Pari Passu Indebtedness pursuant to Section 4.10, (the “"Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable") or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may beshall be made to all Holders. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 purchase, prepay or redeem with the proceeds of sales and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase purchase, prepayment or redemption of Notes and such other pari passu Debt Indebtedness (on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicableapplicable (except that any Notes represented by a Global Note will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements)) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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 DamagesSpecial 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are ACC shall be required to commence an offer to all Holders and, to the extent required by the terms thereof, the holders of Pari Passu Debt, to purchase Notes and Pari Passu Debt (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Daysno longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three five Business Days after the termination of the Offer Period (the “"Purchase Date”"), ACC shall purchase the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase principal amount of Notes and such other pari passu Pari Passu Debt required to be purchased pursuant to Section 4.10 hereof (on a pro rata basis, if applicablethe "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes and other Pari Passu Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will ACC 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 will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The procedures for commencing an Asset Sale Offer or Qualified CMBS Transaction Offer, as to holders of Pari Passu Debt shall be governed by the case may beterms of the agreements governing such Pari Passu Debt. The Asset Sale Offer shall be made to all Holders of Notes. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof4.13, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Section 4.13 of the Indenture (including, without limitation, the holders of notes outstanding under the Issuers’ existing indentures) with respect to offers to purchase or redeem with the proceeds of sales and assetsof assets or in connection with securitizations. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 dateRecord Date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes and, to the extent required by the terms of other Indebtedness that is pari passu with the Notes, to all holders of such other Indebtedness (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicableIndebtedness as specified in Section 4.10(d) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered and not withdrawn in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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 DamagesSpecial 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 purchase, prepay or redeem with the proceeds of sales and of assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase purchase, prepayment or redemption of Notes and such other pari passu Debt Indebtedness (on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicableapplicable (except that any Notes represented by a Global Note will be selected by such method as the Depositary or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements)) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 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, 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mailmail (or when the Notes are represented by Global Notes, send electronically pursuant to the Applicable Procedures of the Depositary), a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company shall be required to commence an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of other Senior Subordinated Indebtedness, to purchase Notes and any such Senior Subordinated Indebtedness (an “"Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they will it shall follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 45 Business Days following its commencement and not more than 30 Business Daysno longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will apply all Excess Proceeds Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof, giving effect to any related offer for Senior Subordinated Indebtedness pursuant to Section 4.10, (the “"Offer Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable") or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may beshall be made to all Holders. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will shall state:

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 or 4.16 hereof, the Issuers are Xxxx Las Vegas is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer or an Event of Loss Offer (each Asset Sale Offer or Event of Loss Offer is referred to in this Section 3.10 as an "Excess Proceeds Offer” or “Qualified CMBS Transaction Offer,” as the case may be"), they will it shall follow the procedures specified below. The Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt 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 and assetsHolders. The Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, will shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than three Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers will Xxxx Las Vegas shall apply all Excess Proceeds (the “"Offer Amount”") to the purchase of Notes and such other pari passu Debt (if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal securities exchange on which the Notes are listed, or, if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by any other method the Trustee deems fair and appropriate, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be. Payment for any Notes so purchased will shall be made in the same manner as interest payments are made. 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, will 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 will shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Xxxx Las Vegas shall provide the Trustee with notice of the Excess Proceeds Offer at least 10 days (or the Qualified CMBS Transaction Offer, such lesser time as the case may beTrustee shall permit) prior to its commencement. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be, the Issuers will Xxxx Las Vegas shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be. The notice, which will shall govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be, will shall state: