Common use of REPURCHASE AT THE OPTION OF HOLDER Clause in Contracts

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Disposition Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 offer price in any Asset Disposition Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of repurchasesettlement (the “Change of Control Payment Date”), subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at and the address of such Holder appearing in Trustee describing the security register transaction or otherwise in accordance with the procedures of DTC, setting forth the procedures governing transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, on within 30 days after the 366th day after such Asset DispositionSale, if the aggregate amount of Excess Proceeds then exceeds $10.0 5.0 million, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and Holders, and, at the Issuer’s option, all holders of other Other Pari Passu Indebtedness Obligations, to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, amount plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemptionsettlement, subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment datedate of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other and, if applicable, Other Pari Passu Indebtedness Obligations tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Other Pari Passu Obligations to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureControl Triggering Event, the Company Issuer will be required to make an a cash tender offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 50.0 million, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem redeem, on a pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, interest to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture with respect to Global Notes), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 20 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bB) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within 20 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders Holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.11 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuers will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchase, purchase subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 ten business days following any Change of Control, the Company Issuers will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Eldorado or a Restricted Subsidiary of the Company Eldorado consummates any Asset DispositionSales or receives any Casualty Event Proceeds, within fifteen days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company Issuers will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness Parity Lien Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets Asset Sales or Casualty Events in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness 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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Eldorado may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness Parity Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Parity Lien Debt to be purchased on a pro rata basis, based on the amounts tendered into or required to be prepaid or redeemed or prepaid (with such adjustments as otherwise may be deemed appropriate by Eldorado so that only Notes in accordance with the applicable procedures denominations of the Depositary$2,000, or an integral multiple of $1,000 in excess thereof, will be left outstanding). Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Eldorado prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased to, if anybut not including, to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within ten Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 750 million, the Company Issuer will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 4.08 of the Supplemental Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest thereon to, if anybut excluding, to the date of purchase, prepayment or redemptionin accordance with the procedures set forth in the Indenture. To the extent that, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Disposition Sale Offer, the Company Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuer will make an offer (a “Change of Control Offer”Offer to each Holder to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided and within the Company or a Restricted Subsidiary of time period set forth in the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million10,000,000 (or the Dollar Equivalent thereof), within 30 Business Days thereof, the Company Issuer will make an Asset Disposition Excess Proceeds Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness Debt, to purchasethe extent required by the terms thereof, prepay or redeem to purchase with the proceeds of sales of assets in accordance with the procedures set forth in the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness Debt (plus all accrued interest on the Indebtedness Debt 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 offer price for the Notes in any Asset Disposition Excess Proceeds Offer will be equal to 100% of the principal amount, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Excess Proceeds Offer, the Company Issuer may use those Excess Proceeds for any purpose general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Indebtedness Debt validly tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer and not withdrawn by holders thereof exceeds the amount of Excess Proceeds, the Trustee will select the Notes and any such, to be purchased on a pro rata basis, basis based on the amounts amount of Notes and the principal amount or accredited value of such Pari Passu Debt tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryby each Holder. Upon completion of each Asset Disposition Excess Proceeds Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered Partnership will be required to make a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an cash tender offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Partnership will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Partnership or a Restricted Subsidiary of the Company Partnership consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Partnership will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem redeem, on a pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Partnership or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture with respect to Global Notes), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Partnership prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless all Holders of Notes will have the right to require the Company has previously to repurchase all or concurrently delivered a redemption notice any part (that may only be conditional upon the occurrence equal to $2,000 or an integral multiple of such Change of Control$1,000 in excess thereof) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, Notes pursuant to the Company will make an offer described below (a the “Change of Control Offer”) at a an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateControl Payment”). Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, mail to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, a notice setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Asset Sale Proceeds exceeds $10.0 million, the Company will be required to make an Asset Disposition Offer offer to all the Holders of Notes and all the holders of any other Pari Passu Senior Indebtedness that is subject to purchase, prepay or redeem requirements with respect to the application of net proceeds from assets sales that are substantially similar to those contained in the Indenture (an “Asset Sale Offer”) to purchase on a pro rata basis (with the proceeds Excess Asset Sale Proceeds prorated between the Holders of sales the Notes and such holders of assets in accordance with the Indenture to purchase, prepay or redeem such other Senior Indebtedness based upon outstanding aggregate principal amounts) the maximum principal amount of the Notes and such other Pari Passu Senior Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchasedpurchased or prepaid, prepaid or redeemed as applicable, out of the prorated Excess Asset Sale Proceeds. The , at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interest, if any, interest thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable procedures set forth in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If To the extent that the aggregate principal amount of Notes and other Pari Passu Senior Indebtedness tendered in (or required and electing to be prepaid redeemed or redeemed in connection withrepaid, as applicable) such pursuant to an Asset Disposition Sale Offer exceeds is less than the amount of Excess Asset Sale Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the DepositaryCompany and its Restricted Subsidiaries may use any remaining Excess Asset Sale Proceeds for general corporate purposes and any other purpose not prohibited by this Indenture. Upon completion of each Asset Disposition Offerthe offer to purchase, the amount of Excess Asset Sale Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess $2,000) of each Holder’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within 10 Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company will make an offer (an “Asset Disposition Offer Sale Offer”) to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with pursuant to Section 1115 of the Supplemental Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The offer price in any Asset Disposition Offer Sale will be equal to 100% of the principal amount, amount plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain unapplied after the consummation of an Asset Disposition Sale Offer, the Company (or any Restricted Subsidiary) may use those the Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee Company will select use the Excess Proceeds to purchase the Notes to be purchased and such other pari passu Indebtedness on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to but excluding the date of repurchase, subject to the right “Change of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateControl Payment”). Within 30 75 days following any Change of Control, the Company will, or will deliver cause the Trustee to, mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at describing the address of such Holder appearing in the security register transaction or otherwise in accordance with the procedures of DTC, setting forth the procedures governing transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSale, on the 366th day after such Asset Disposition, if when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make commence an offer (an “Asset Disposition Offer Sale Offer”) to all Holders of Notes and all holders of other Pari Passu Indebtedness containing provisions similar to purchase, prepay or redeem with those set forth in Sections 3.09 and 4.10 of the proceeds Indenture pursuant to Section 3.09 of sales of assets in accordance with the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101101 % of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 20 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Parent, the Company or a Restricted Subsidiary of the Company Parent consummates any Asset DispositionSales, on except as set forth in the 366th day after such Asset DispositionIndenture, if when the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Parent or the Company will make will, within 20 days thereof, commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.11 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Parent, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within ten days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Company at such time has previously or concurrently delivered a given notice of redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all outstanding Notes, each Holder will have the outstanding Notes as set forth under Section 3.07 of the Indenture, right to require the Company will make to repurchase all or any part (in a principal amount equal to €50,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (a the “Change of Control Offer”) at on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased, to but excluding the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datepurchase. Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption with respect to all outstanding Notes, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at describing the address of such Holder appearing in the security register transaction or otherwise in accordance with the procedures of DTC, setting forth the procedures governing transactions that constitute the Change of Control Offer as required by and offering to repurchase Notes on the Indenturedate specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. (b) If Any Net Proceeds from an Asset Sale not applied or invested in accordance with the Company or a Restricted Subsidiary Indenture within 365 days from the date of the Company consummates any Asset Disposition, on the 366th day after receipt of such Asset Disposition, if Net Proceeds shall constitute “Excess Proceeds.” If the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Company, or the applicable Restricted Subsidiary, will make an offer (an “Asset Disposition Offer Sale Offer”) to all Holders of and Indebtedness that ranks pari passu with such Notes and all holders of other Pari Passu Indebtedness contains provisions similar to purchase, prepay or redeem those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amountamount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of ControlControl Triggering Event, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes except as set forth under provided in Section 3.07 4.15 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment dateChange of Control Settlement Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will deliver send a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within ten days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million50.0 million (or at an earlier time, at the option of the Issuers), the Company will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets in accordance with the Indenture assets, to purchasepurchase or redeem, prepay or redeem on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, thereon to the date of purchase, prepayment purchase or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment purchase or redemption date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, unless each Holder of Notes will have the right to require the Company has previously to repurchase all or concurrently delivered any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all Control Offer on the outstanding Notes as terms set forth under Section 3.07 of in the Indenture. In the Change of Control Offer, the Company will make an offer (a “Change of Control Offer”) at a price payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice. The Company will not be required to make a Change of Control Offer electronically or by first-class mail, with a copy if notice of redemption has been given pursuant to the Trustee, to each Holder Section 3.03 of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 360 days after the receipt of the Company consummates such Net Proceeds, any Asset Disposition, on the 366th day after such Asset Disposition, if Net Proceeds not so applied will constitute Excess Proceeds. Within 30 days of the aggregate amount of Excess Proceeds exceeds exceeding $10.0 20.0 million, the Company will make an Asset Disposition Sale Offer to all Holders of Notes and all holders Holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture assets, to purchase, prepay or redeem redeem, on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer Sale exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basisbasis (except that any Notes represented by a Global Note shall 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 pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements), based on the principal amount of Notes and such other pari passu Indebtedness amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or as otherwise an integral multiple of $1,000 in accordance with the applicable procedures of the Depositaryexcess thereof, will be purchased). Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon Subject to the occurrence of terms of, and the relative priorities and related rights set forth in the Intercreditor Agreements, if a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureControl occurs, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to minimum amounts of $1,000 and integral multiples of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days ten (10) Business Days following any Change of ControlControl or, at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company will deliver send a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at and the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If . Subject to the terms of, and the relative priorities and related rights set forth in the Intercreditor Agreements, if the Company or a Restricted Subsidiary of the Company consummates any an Asset Disposition, on Sale pursuant to Section 4.18 (“Asset Sales”) of the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 millionIndenture, the Company will make Company, in circumstances specified in the Indenture, may be required to commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness Obligations containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.10 (“Offer to Purchase by Application of Excess Proceeds”) of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) Obligations that may be purchased, prepaid or redeemed purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of set forth in the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zeroIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within 30 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, amount plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in into (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless each Holder will have the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes right, except as set forth under Section 3.07 of provided below and in the Indenture, to require the Company will to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest interest, if any, due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver send a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes a Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered and not withdrawn at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of the Alternate Offer. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales of Collateral, on the 366th day within 10 Business Days after such Asset Disposition, if the aggregate amount of Excess Collateral Proceeds exceeds $10.0 50.0 million, the Company Issuers will be required to make an Asset offer (a “Collateral Disposition Offer Offer”) to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem purchase the maximum principal amount of the Notes and such (on a pro rata basis) and, if required by the terms of any other Pari Passu Indebtedness Notes-TLB Obligations, to the holders of such Pari Passu Notes-TLB Obligations (plus all accrued interest on a pro rata basis), to which the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) Collateral Disposition Offer applies that may be purchased, prepaid or redeemed purchased out of the Excess Collateral Proceeds. The , at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amountamount of the of the Notes and such other Pari Passu Obligations, plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, prepayment in accordance with the procedures set forth in the Indenture in a principal amount of $2,000 or redemption, subject an integral multiple of $1,000 in excess thereof with respect to the rights of Holders Notes. To the extent that the aggregate amount of Notes on so validly tendered and not properly withdrawn pursuant to a Collateral Disposition Offer (together with, if required by the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If terms of any Excess Proceeds remain after consummation of an Asset Disposition Offerother Pari Passu Notes-TLB Obligations, the Company amount of Pari Passu Notes-TLB Obligations tendered pursuant to any similar requirement), is less than the Excess Collateral Proceeds, the Issuers may use those any remaining Excess Collateral Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other surrendered by Holders and, if required by the holders of Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer Notes-TLB Obligations, holders of any Pari Passu Notes-TLB Obligations exceeds the amount of Excess Collateral Proceeds, the Trustee will select the Notes and Pari Passu Notes-TLB Obligations to be purchased shall be selected by the Trustee on a pro rata basis, based basis on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures basis of the Depositary. Upon completion of each Asset Disposition Offer, the aggregate principal amount of Excess Proceeds will be reset at zerotendered Notes and Pari Passu Notes-TLB Obligations. Holders of Notes that are the subject of an offer to purchase will receive an Asset notice of a Collateral Disposition Offer from the Company prior to any related purchase purchase, prepayment or redemption date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureControl Triggering Event, the Company Issuer will be required to make an a cash tender offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest thereon to, if anybut excluding, to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, to each Holder (with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, ) setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 millionSales, the Company will Issuer may, in certain circumstances described in the Indenture, be required to make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay or redeem those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price , as defined in any Asset Disposition Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 10 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 50.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 10 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon The Company must commence, within 30 days of the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect and consummate an Offer to Purchase for all the outstanding Notes as set forth under Section 3.07 of the Indenturenotes then outstanding, the Company will make an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date Payment Date, plus accrued interest (if any) to receive interest due on (but not including) the relevant interest payment datePayment Date. Within 30 days following any Change of Control, the The Company will deliver provide notice of such a Change of Control Offer electronically or by first-class mailto each Holder, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Parent, the Company or a any Restricted Subsidiary of the Company consummates any Asset DispositionSales, on and if, as of the 366th first day after such Asset Dispositionof any calendar month, if the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase totals at least $10.0 million, the Company will make must commence, not later than the fifteenth business day of such month, and consummate an Asset Disposition Offer to all Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes and all holders of notes and, to the extent permitted or required by the terms thereof, any other Pari Passu Indebtedness Debt, equal to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 offer Proceeds on such date, at a purchase price in any Asset Disposition Offer will be equal to 100% of the principal amount, plus accrued amount of the notes and unpaid interestsuch other Pari Passu Debt, if anyapplicable, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date Payment Date, plus, in each case, accrued interest (if any) to receive interest due on (but not including) the relevant interest payment date, and will be payable in cashPayment Date. If any Excess Proceeds remain after consummation of an Asset Disposition OfferOffer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes notes and other Pari Passu Indebtedness Debt tendered in (or required response to be prepaid or redeemed in connection with) such Asset Disposition Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes notes and such other Pari Passu Debt to be purchased on a pro rata basis, based on subject to DTC procedures if the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarynotes are Global Notes. Upon completion of each Asset Disposition Offerthe Offer to Purchase, the amount of Excess Proceeds will be reset at to zero. Holders of Notes notes that are the subject of an offer Offer to purchase Purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes notes purchased by completing the form entitled “Option of the Holder to Elect Purchase” attached to the Notesnotes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the Company has previously right to require the Issuer to repurchase all or concurrently delivered a redemption notice any part (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 in minimum denominations of the Indenture, the Company will make lesser of a Holder’s entire position and $1,000 and any integral multiple of $1.00 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. Within 30 days following any Change of Control, the Company will deliver Issuer shall mail a notice of such to the Trustees and each Holder describing the transaction or transactions that constitute the Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, and setting forth the procedures governing the Change of Control Offer as required by the Indenture. . Upon the incurrence or issuance by the Corporation or any of its Restricted Subsidiaries of any (bi) If Subordinated Indebtedness or (ii) Disqualified Stock or preferred stock, in either case, providing for the Company payment of regularly scheduled dividends in cash that would be payable pursuant to the terms of such Disqualified Stock or a Restricted Subsidiary preferred stock at any time while the Notes are outstanding (an “Incurrence of the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 millionSubordinated Indebtedness Event”), the Company will Issuer shall, within 30 days after the receipt of any Subordinated Indebtedness Net Proceeds from such incurrence or issuance, make an Asset Disposition Offer offer (an “Incurrence of Subordinated Indebtedness Offer”) to all Holders each Holder of Notes and all holders of other Pari Passu Indebtedness to purchaserepurchase, prepay without premium or redeem with the proceeds of sales of assets in accordance with the Indenture to purchasepenalty, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 repurchased with such Subordinated Indebtedness Net Proceeds. The offer price in for any Asset Disposition Incurrence of Subordinated Indebtedness Offer will shall be equal to 100% the applicable redemption price among the redemption prices set forth in the table below (expressed as percentages of the aggregate principal amountamount of Notes), plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, repurchase (subject to the rights right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, Interest Payment Date) and will shall be payable in cash. If any Excess Proceeds remain 2012 104.50 % 2013 104.50 % 2014 104.50 % 2015 103.50 % 2016 102.50 % 2017 (prior to May 31, 2017) 102.50 % From and after consummation May 31, 2017 100.00 % The Issuer shall send a notice to each Holder of an Asset Disposition OfferNotes with a copy to the Trustees describing the Incurrence of Subordinated Indebtedness Offer and offering to repurchase Notes on a given date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice. In accordance with Section 5.8 of the Indenture, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or Issuer shall be required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an the Notes upon certain Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the NotesSales.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered Issuer will be required to make a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an cash tender offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem redeem, on a pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, interest to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture with respect to Global Notes), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess $2,000) of each Holder’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver send a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within 10 Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company will make an offer (an “Asset Disposition Offer Sale Offer”) to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with pursuant to Section 1115 of the Supplemental Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The offer price in any Asset Disposition Offer Sale will be equal to 100% of the principal amount, amount plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain unapplied after the consummation of an Asset Disposition Sale Offer, the Company (or any Restricted Subsidiary) may use those the Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee Company will select use the Excess Proceeds to purchase the Notes to be purchased and such other pari passu Indebtedness on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will make an offer (an “Asset Disposition Offer Sale Offer”) to (1) all Holders of Notes Notes, and (2) unless such Asset Sale involves a sale of Collateral other than Collateral that is subject to a Permitted Lien, at the option of the Company, all holders of other Pari Passu Indebtedness that is pari passu with the Notes and contains provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, in accordance with the Indenture each case to purchase, prepay or redeem the maximum principal amount of Notes and and, if applicable, such other Pari Passu pari passu Indebtedness (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 offer price with respect to the Notes in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment datedate that is on or prior to the applicable date of repurchase, prepayment or redemption, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the IndentureIndenture (including, without limitation, the repayment of Indebtedness and other Obligations under a Credit Facility, whether or not secured by a first priority Lien on the assets that are the subject of such Asset Sale). If the aggregate principal amount of Notes and and, if applicable, other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and other pari passu Indebtedness to be repurchased, prepaid or redeemed on a pro rata basis, and the Trustee will select the Notes to be purchased repurchased, prepaid or redeemed on a pro rata basisbasis or by lot or by other method as the Trustee deems fair and appropriate, in each case based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will make an offer (an “Asset Disposition Offer Sale Offer”) to (1) all Holders of Notes Notes, and (2) unless such Asset Sale involves a sale of Collateral other than Collateral that is subject to a Permitted Lien, at the option of the Company, all holders of other Pari Passu Indebtedness that is pari passu with the Notes and contains provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, in accordance with the Indenture each case to purchase, prepay or redeem the maximum principal amount of Notes and and, if applicable, such other Pari Passu pari passu Indebtedness (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 offer price with respect to the Notes in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment datedate that is on or prior to the applicable date of repurchase, prepayment or redemption, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture (including, without limitation, the Indenturerepayment of Indebtedness and other Obligations under a Credit Facility, whether or not secured by a first priority Lien on the assets that are the subject of such Asset Sale). If the aggregate principal amount of Notes and and, if applicable, other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and other pari passu Indebtedness to be repurchased, prepaid or redeemed on a pro rata basis, and the Trustee will select the Notes to be purchased repurchased, prepaid or redeemed on a pro rata basisbasis or by lot or by other method as the Trustee deems fair and appropriate, in each case based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuer will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 thirty days following any Change of Control, the Company Issuer will deliver mail (or, in the case of Global Notes, transmit with the procedures of the Depositary) a notice of such Change of Control Offer electronically or by first-class mail, (with a copy to the Trustee, ) to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within ten Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem Excess Proceeds the maximum principal amount of Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Pari Passu 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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureControl occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, to but excluding the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Disposition Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 offer price in any Asset Disposition Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, Notes repurchased to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). No later than 45 days following any Change of Control, the Company will provide a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) At or prior to each Excess Cash Flow Offer Trigger Date, the Company will calculate the amount of Excess Cash Flow and the Excess Cash Flow Offer Amount for the Excess Cash Flow Period with respect to such Excess Cash Flow Offer Trigger Date. If the Consolidated Secured Debt Ratio on such Excess Cash Flow Offer Trigger Date exceeds the Secured Leverage Threshold, unless the Company has exercised its right to redeem all the Notes as described under Section 3.07 of the Indenture, the Company will make an offer to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Cash Flow Offer Amount (each, an “Excess Cash Flow Offer”). For any Excess Cash Flow Period with respect to which the Company is required to make an Excess Cash Flow Offer, within 15 days after the relevant Excess Cash Flow Offer Trigger Date, the Company will provide a notice to each Holder and the Trustee setting forth the procedures governing the Excess Cash Flow Offer as required by the Indenture. (c) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale and the aggregate amount of Excess Proceeds exceeds $45.0 million, within 30 days thereof, the Company will make an offer to all Holders of Notes, and, at the Company's option, to the holders of any other Parity Lien Debt, to purchase the maximum principal amount of Notes and such other Parity Lien Debt, on a pro rata basis, that may be purchased out of the Excess Proceeds (the “Asset Sale Offer”). The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days or with respect to Excess Proceeds of $45.0 million or less. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company and any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture, including, without limitation, the making of Restricted Payments otherwise permitted under the terms of the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness Parity Lien Debt tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to and such other Parity Lien Debt shall be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance basis (with the applicable procedures of the Depositarysuch adjustments for authorized denominations). Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company at its election may retain or use any Excess Designated Proceeds for any purpose, including, if applicable, to make any Restricted Payment otherwise permitted under the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of ControlControl Triggering Event, unless each Holder of Notes will have the right to require the Company has previously to repurchase all or concurrently delivered any part (equal to $1,000 or an integral multiple thereof; provided that no Note of a redemption notice (that may only principal amount of $2,000 or less shall be conditional upon the occurrence repurchased in part) of such Change of Control) with respect Holder’s Notes pursuant to all the outstanding Notes as set forth under offer described in Section 3.07 4.15 of the Indenture, Indenture (the Company will make an offer (a “Change of Control Offer”) at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes plus accrued and unpaid interest thereon to the date of repurchase. Within 30 days following a Change of Control Triggering Event, the Company will send a notice to the Trustee and each Holder describing the transaction or transactions that constitute a Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. (b) Upon the consummation of an Asset Sale, the Company or the affected Restricted Subsidiary will be required to apply an amount equal to all Net Cash Proceeds (excluding amounts received and considered as “cash” pursuant to Section 4.10(a)(2)(A) of the Indenture) that are received from such Asset Sale within 360 days of the receipt thereof either (1) to reinvest (or enter into a binding commitment to invest, if such investment is effected within 360 days after the date of such commitment) in Productive Assets or in Asset Acquisitions not otherwise prohibited by the Indenture, or (2) to repay Indebtedness under the Bank Credit Agreement (or other Indebtedness of the Company or such Restricted Subsidiary, as applicable, secured by a Lien, and, in the case of any such repayment under any revolving credit or other facility that permits future borrowings, effect a permanent reduction in the availability or commitment under such facility, (3) to (x) prepay, repay, redeem or purchase Notes including (i) as provided under Section 3.07 of the Indenture, (ii) making an offer (in accordance with the procedures set forth below for a Net Proceeds Offer) to all Holders to purchase their Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased or (iii) purchasing Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but excluding unpaid interest, if any, thereon up to the date principal amount of repurchaseNotes to be repurchased, through privately negotiated transactions or open market purchases, in a manner that complies with this Indenture and applicable securities law or (y) prepay, repay, redeem or purchase any other pari passu Indebtedness of the Company or any Guarantor; provided that if the Company or any Restricted Subsidiary shall so repay or prepay any such other pari passu Indebtedness, the Company will reduce (or offer to reduce) Obligations under this Indenture, the Notes and the Note Guarantees on a pro rata basis (based on the amount so applied to such repayments or prepayments) as provided in the immediately preceding clause (x), subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, setting forth (4) to improve real property or make a capital expenditure, or (5) any combination of the procedures governing foregoing. (c) Any Net Cash Proceeds from an Asset Sale that are not applied pursuant to the Change preceding paragraph shall constitute “Excess Net Proceeds.” No later than 20 Business Days following the date on which the aggregate amount of Control Excess Net Proceeds exceeds $75 million (the “Net Proceeds Trigger Date”), the Company shall make an offer to purchase (the “Net Proceeds Offer”), on a date (the “Net Proceeds Offer as Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Trigger Date, on a pro rata basis, an aggregate principal amount equal to the Excess Net Proceeds of Notes, at a purchase price in cash equal to 100% of the aggregate principal amount of Notes, in each case, plus accrued and unpaid interest thereon, if any, on the Net Proceeds Offer Payment Date, and (b) other pari passu Indebtedness of the Company or any Guarantor, in each case to the extent required by the terms thereof. If at any time within 360 days after an Asset Sale any non-cash consideration received by the Company or the affected Restricted Subsidiary in connection with such Asset Sale (other than non-cash consideration deemed to be cash as provided in Section 4.10(a)(2)(B) of the Indenture. ) is converted into or sold or otherwise disposed of for cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with Section 4.10. To the extent that the aggregate principal amount of Notes or other pari passu Indebtedness tendered pursuant to the Net Proceeds Offer is less than the Excess Net Proceeds, the Company or such Restricted Subsidiary may use any remaining proceeds of such Asset Sales for general corporate purposes (bbut subject to the other terms of the Indenture). Upon completion of a Net Proceeds Offer, the Excess Net Proceeds relating to such Net Proceeds Offer will be deemed to be zero for purposes of any subsequent Asset Sale. In the event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash Proceeds received upon the sale or other disposition of any non-cash proceeds received in connection with an Asset Sale) If that are distributed to or received by the Company or a Restricted Subsidiary of will be required to be applied by the Company consummates any Asset Disposition, on or the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Disposition Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets Restricted Subsidiary in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount provisions of Notes and such other Pari Passu Indebtedness (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 section 4.10 of the Excess Proceeds. The offer price in any Asset Disposition Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuers will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchase, purchase subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 ten business days following any Change of Control, the Company Issuers will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bB) If the Company Eldorado or a Restricted Subsidiary of the Company Eldorado consummates any Asset DispositionSales or receives any Casualty Event Proceeds, within fifteen days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company Issuers will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness Parity Lien Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets Asset Sales or Casualty Events in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness 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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Eldorado may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness Parity Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Parity Lien Debt to be purchased on a pro rata basis, based on the amounts tendered into or required to be prepaid or redeemed or prepaid (with such adjustments as otherwise may be deemed appropriate by Eldorado so that only Notes in accordance with the applicable procedures denominations of the Depositary$2,000, or an integral multiple of $1,000 in excess thereof, will be left outstanding). Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Eldorado prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered Partnership will be required to make a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an cash tender offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Partnership will deliver give a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Partnership or a Restricted Subsidiary of the Company Partnership consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company Partnership will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem redeem, on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, interest to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Partnership or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Partnership prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder, subject to such Holder’s right to reject such Change of Control Offer, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) . o If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSale (other than an Asset Sale of Collateral), within 20 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.10 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes and any Exchange Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes and any Exchange Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. o If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale of any Collateral, within 20 days of each date on which the aggregate amount of Collateral Excess Proceeds exceeds $25.0 million, the Company will commence an Asset Sale Offer to all Holders of Notes pursuant to Section 3.10 of the Indenture in an amount equal to the Fair Market Value of the Collateral Excess Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes and any Exchange Notes) tendered pursuant to an Asset Sale Offer is less than the Collateral Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Collateral Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within twenty days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with Section 4.10 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain unapplied after consummation consumption of an Asset Disposition Sale Offer, the Company and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an notice of Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) Control with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureNotes, the Company CNX Midstream will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy respect to the TrusteeNotes, CNX Midstream will send a notice to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company CNX Midstream or a Restricted Subsidiary of the Company CNX Midstream consummates any Asset DispositionSale, on in certain circumstances specified in the 366th day after such Asset DispositionIndenture, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make CNX Midstream may be required to commence an Asset Disposition Offer offer to all Holders of the Notes and to all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with the Indenture (an “Asset Sale Offer”) to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of set forth in the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Indenture. (c) Holders of Definitive Notes that are the subject of an offer to purchase will receive an Alternate Offer, Change of Control Offer or Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuers will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will deliver send a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a Restricted Subsidiary of the Company TransMontaigne Partners consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Issuers will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in Section 5.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with the Indenture (an “Asset Sale Offer”) to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount plus accrued and unpaid interest, if any, interest to the date of purchase, prepayment or redemption, subject to in accordance with the rights procedures set forth in Section 4.09 of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company TransMontaigne Partners (or any Restricted Subsidiary) may use those such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive an Asset Disposition Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to but excluding the date of repurchase, subject to the right “Change of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateControl Payment”). Within 30 75 days following any Change of Control, the Company will deliver or will cause the Trustee to mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at describing the address of such Holder appearing in the security register transaction or otherwise in accordance with the procedures of DTC, setting forth the procedures governing transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSale, on the 366th day after such Asset Disposition, if when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make commence an offer (an “Asset Disposition Offer Sale Offer”) to all Holders of Notes and all holders of other Pari Passu Indebtedness containing provisions similar to purchase, prepay or redeem with those set forth in Sections 3.09 and 4.10 of the proceeds Indenture pursuant to Section 3.09 of sales of assets in accordance with the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to but excluding the date of repurchase, purchase subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSale, within ten Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 4.10 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount at maturity thereof plus accrued and unpaid interestinterest and Additional Interest thereon, if any, to but excluding the date of repurchase, purchase subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on in the relevant interest payment datedate (the "Change of Control Payment"). Within 30 60 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bB) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, other than a sale of Note Priority Lien Collateral, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount at maturity thereof plus accrued and unpaid interestinterest and Additional Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes. (C) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales constituting a Note Priority Lien Collateral, the Company will commence an Asset Sale Offer pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Net Proceeds at an offer price in cash in an amount equal to 102% of the principal amount at maturity thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Net Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount of Net Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive accrued and unpaid interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Holdings, the Company or a Restricted Subsidiary of the Company Holdings consummates any Asset DispositionSales, within thirty days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes or any Note Guarantee (other than a Note Guarantee by Holdings) containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based basis unless otherwise required by the rules of an exchange on which the amounts tendered notes are listed or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zeroby law. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuers will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount Accreted Value thereof on the date of purchase plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within 15 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company Issuers will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount at maturity of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, Accreted Value thereof on the date of purchase plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company Issuers may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Accreted Value of Notes and principal amount or accreted value, as applicable, of other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select on a pro rata basis the Notes to be purchased and such Notes, together with such other pari passu Indebtedness to be purchased, shall be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to this Note. (c) Within 120 days after the Notesend of each Fiscal Period, the Issuers shall make an offer to all holders of Notes (an “Excess Cash Flow Offer”) to purchase the maximum Accreted Value of Notes that is an integral multiple of $1,000 that may be purchased with the Excess Cash Flow Offer Amount, at a purchase price, payable in cash, equal to 101% of the Accreted Value of Notes to be repurchased on the date of purchase, plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Excess Cash Flow Purchase Price”). Notwithstanding the foregoing, the Issuers shall not be required to make any payment for Notes tendered pursuant to any Excess Cash Flow Offer in excess of the lowest amount of cash, if any, that the requisite lenders of any Indebtedness outstanding under Section 4.09(b)(1) of the Indenture have agreed in writing may be used for repurchases of Notes so tendered (such amount, the “Permitted Excess Cash Flow Payment”). If the aggregate Excess Cash Flow Purchase Price of Notes tendered pursuant to any Excess Cash Flow Offer is greater than the Permitted Excess Cash Flow Amount with respect to such offer (such different, the “Excess Cash Flow Payment Shortfall”), then the Issuers shall deposit into and retain in a segregated restricted cash account cash equal to the Excess Cash Flow Payment Shortfall. Amounts in the segregated restricted cash account may not be used for any purpose other than a payment pursuant to Section 4.09(b) of the Indenture. If the aggregate Excess Cash Flow Purchase Price of the Notes tendered pursuant to any Excess Cash Flow Offer exceeds the lesser of the Excess Cash Flow Offer Amount or the Permitted Excess Cash Flow Payment with respect thereto, the Trustee shall select the Notes to be purchased on a pro rata basis. To the extent that the aggregate Excess Cash Flow Purchase Price of the Notes tendered pursuant to any Excess Cash Flow Offer is less than the lesser of the Excess Cash Flow Offer Amount or the Permitted Excess Cash Flow Payment with respect thereto, the Issuers may use any remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. The Issuers’ obligations to make Excess Cash Flow Offers pursuant to Section 4.22 of the Indenture shall terminate upon the first to occur of (i) the consummation of a Qualified IPO or (ii) the first date on which the ratio of the Issuers’ Total Debt as of the last day of any Fiscal Period to the Issuers’ Consolidated Cash Flow for such Fiscal Period is less than 2.5 to 1.0. Holders of Notes that are the subject of an offer to purchase will receive an Excess Cash Flow Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to this Note.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) Control with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureNotes, the Company Issuer will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl with respect to the Notes, the Company Issuer will deliver send a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSale, on in certain circumstances specified in the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 millionIndenture, the Company will make Issuer may be required to commence an Asset Disposition Offer offer to all Holders of the Notes and to all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with the Indenture (an “Asset Sale Offer”) to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of set forth in the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Indenture. (c) Holders of Definitive Notes that are the subject of an offer to purchase will receive an Alternate Offer, Change of Control Offer or Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness Parity Lien Debt containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) Parity Lien Debt that may be purchased, prepaid or redeemed purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and Parity Lien Debt tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness Parity Lien Debt tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other Parity Lien Debt to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder, subject to such Holder’s right to reject such Change of Control Offer, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, date (the Company will deliver notice of such “Change of Control Offer electronically or by first-class mail, with Payment”). The Company will mail a copy to the Trustee, notice to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSale (other than an Asset Sale of Collateral), within 45 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes and any Exchange Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes and any Exchange Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale of any Collateral, within 45 days of each date on which the aggregate amount of Collateral Excess Proceeds exceeds $25.0 million, the Company will commence an Asset Sale Offer to all Holders of Notes pursuant to Section 3.09 of the Indenture in an amount equal to the Fair Market Value of the Collateral Excess Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes and any Exchange Notes) tendered pursuant to an Asset Sale Offer is less than the Collateral Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Collateral Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureControl Triggering Event, the Company Issuer will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Disposition Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 offer price in any Asset Disposition Offer will be equal to 100% of the principal amountrepurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, prepayment or redemptionsettlement (the “Change of Control Settlement Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the Change of Control Settlement Date set forth in Section 4.15 of the Indenture. Within 30 days following any Change of Control Triggering Event, the Issuer will send a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. (B) On the 361st day after the Asset Sale (or at the Issuer’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes (with a copy to the Trustee), and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem, on a pro rata basis as specified in the Indenture, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of settlement, subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Parent or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to basis (except that any Notes represented by a Note in global form will be prepaid or redeemed or selected by such method as otherwise in accordance with the applicable procedures of the DepositaryDTC may require). Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuer will make an offer (a “Change of Control Offer”Offer to each Holder to repurchase all or any part (equal to CHF150,000 or a higher integral multiple of CHF1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided and within the Company or a Restricted Subsidiary of time period set forth in the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million10,000,000 (or the Dollar Equivalent thereof), within 30 Business Days thereof, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and all at the Issuer’s election, the holders of other any Pari Passu Indebtedness Debt, to purchasethe extent required by the terms thereof on a pro rata basis, prepay or redeem to purchase with the proceeds of sales of assets in accordance with the procedures set forth in the Indenture to purchase, prepay or redeem the maximum principal amount in the case of the Notes (expressed as a minimum amount of CHF150,000 and higher integral multiples of CHF1,000) of the Notes and any such other Pari Passu Indebtedness Debt (plus all accrued interest on the Indebtedness Debt 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 offer price as to each Note and any such Pari Passu Debt in any Asset Disposition Sale Offer will be equal to solely in the case of the Notes 100% of the principal amountamount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer may use those Excess Proceeds for any purpose general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Indebtedness Debt validly tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer and not withdrawn by holders thereof exceeds the amount of Excess Proceeds, the Trustee will select the Notes and any such Pari Passu Debt, to be purchased on a pro rata basis, basis based on the amounts amount of Notes and the principal amount or accredited value of such Pari Passu Debt tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryby each Holder. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, unless each Holder of Notes will have the right to require the Company has previously to repurchase all or concurrently delivered any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all Control Offer on the outstanding Notes as terms set forth under Section 3.07 of in the Indenture. In the Change of Control Offer, the Company will make an offer (a “Change of Control Offer”) at a price payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice. The Company will not be required to make a Change of Control Offer electronically or by first-class mail, with a copy if notice of redemption has been given pursuant to the Trustee, to each Holder Section 3.03 of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 360 days after the receipt of the Company consummates such Net Proceeds, any Asset Disposition, on the 366th day after such Asset Disposition, if Net Proceeds not so applied will constitute Excess Proceeds. Within 30 days of the aggregate amount of Excess Proceeds exceeds exceeding $10.0 30.0 million, the Company will make an Asset Disposition Sale Offer to all Holders of Notes and all holders Holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture assets, to purchase, prepay or redeem redeem, on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer Sale exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basisbasis (except that any Notes represented by a Global Note shall 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 pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements), based on the principal amount of Notes and such other pari passu Indebtedness amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or as otherwise an integral multiple of $1,000 in accordance with the applicable procedures of the Depositaryexcess thereof, will be purchased). Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 360-day period or with respect to Excess Proceeds of $30.0 million or less. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Euro Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Euro Notes repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Euro Notes repurchased to but excluding the date of repurchasepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Any Net Proceeds from Asset Sales that are not applied or invested as provided and within the Company or a Restricted Subsidiary of time period set forth in the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 €25.0 million, within ten Business Days thereof, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and may make an offer to all holders of other Pari Passu Indebtedness to purchase, prepay or redeem that is pari passu with the proceeds of sales of assets in accordance with the Indenture Notes or any Note Guarantees to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price for the Notes in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in into (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee Issuer will select the Notes and such other pari passu Indebtedness, if applicable, to be purchased on a pro rata basisbasis (or in the manner described in Section 3.02 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuer will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes plus accrued and unpaid interest, if any, interest to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuer will deliver send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within ten days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company Issuer will make commence an Asset Disposition Offer offer to all Holders of Notes and all and, if required by the terms of any Pari Passu Indebtedness, to the holders of other such Pari Passu Indebtedness (other than with respect to purchase, prepay or redeem with the proceeds Hedging Obligations) (an “Asset Sale Offer”) pursuant to Section 3.09 of sales of assets in accordance with the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amountamount thereof, plus accrued and unpaid interest, if any, interest to the date fixed for the closing of purchasesuch offer, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and such Pari Passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company Issuer may use those any remaining Excess Proceeds for any purpose not otherwise general corporate purposes, unless prohibited by the Indenture. If the aggregate principal amount of Notes and other or the Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) surrendered by such Asset Disposition Offer Holders thereof exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes to be purchased on a pro rata basis, basis with adjustments so that only Notes in multiples of $1,000 principal amount will be purchased based on the amounts tendered accreted value or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures principal amount of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zeroNotes or such Pari Passu Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has Issuers have previously or concurrently delivered a redemption notice (that may only be conditional upon exercised their right to redeem all of the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under described in Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Disposition Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 offer price in any Asset Disposition Offer will be equal to 100% of the principal amountrepurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, prepayment or redemptionsettlement (the “Change of Control Settlement Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07 of the Indenture, the Company will mail a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) On the 361st day after the Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company will make an Asset Sale Offer to all Holders of Notes, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to basis (except that any Notes represented by a Note in global form will be prepaid or redeemed or selected by such method as otherwise in accordance with the applicable procedures of the DepositaryDTC may require). Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless each Holder shall have the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon right to require the occurrence of such Change of Control) with respect Issuers to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest thereon, if any, to but excluding the date of repurchasepurchase, subject to the right of Holders rights of the Notes of record Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver Issuers shall mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within 10 Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 15 million, the Company will make shall commence an Asset Disposition Offer offer to all Holders and if the Company elects (or is required by the terms of Notes and such other pari passu indebtedness) all holders of other Pari Passu Indebtedness to purchase, prepay or redeem that is pari passu with the proceeds Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of sales of assets in accordance with the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Special Interest thereon, if any, to the date of purchase, prepayment or redemption, subject to Purchase Date (as defined in the rights of Holders Indenture) in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those the remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of to whom an offer to purchase will Asset Sale Offer is addressed shall receive an Asset Disposition Sale Offer from the Company prior to any the related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuer will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within 30 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay or redeem those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only shall be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to U.S.$150,000 or integral multiples of U.S.$1,000 above U.S.$150,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 10 days following any the date on which a Change of ControlControl occurs, the Company will deliver notice of such Change of Control Offer electronically or shall mail, by first-class mailmail or, if sent through DTC, send in accordance with DTC’s applicable procedures, a notice to each Holder, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 millionU.S.$5,000,000, within five days thereof, the Company will shall make an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interest, if any, interest thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company (or such Restricted Subsidiary) may use those such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) The Company shall be required to use 50% of any Excess Capital Contribution greater than U.S.$5,000,000 (the “Excess Capital Contribution Amount”) to make an offer to each Holder of Notes to repurchase such Holder’s Notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, and shall be payable by the Company in cash. If the aggregate principal amount of Notes tendered into such Excess Capital Contribution Offer, taking into account the offer price of 85% of the principal amount of the Notes, exceeds the Excess Capital Contribution Amount, the Trustee shall select the Notes to be purchased in accordance with the selection procedures set forth in Section 3.02 of the Indenture. Any portion of the Excess Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited by the Indenture. Within 10 days following the date on which the Company has received all Excess Capital Contributions to be made in connection with the Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5,000,000), the Company shall mail, by first-class mail or, if sent through DTC, send in accordance with DTC’s applicable procedures, a notice to each Holder, with a copy to the Trustee, stating the Excess Capital Contribution Amount and offering to repurchase Notes on the Excess Capital Contribution payment date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. .. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes except as set forth under Section 3.07 of provided in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register send (or otherwise deliver in accordance with the procedures of DTC, ) a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will may be required to make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem such Indebtedness with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 Proceedsassets. The offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuers will make an offer (a “"Change of Control Offer”") to each Holder of the Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within ten business days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company Issuers will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to thereon to, but excluding, the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless Control and the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon does not at such time exercise its option, if available, to redeem the occurrence of such Change of Control) with respect Notes pursuant to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest thereon, if any, to but excluding the date of repurchase, purchase (subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Disposition Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 offer price in any Asset Disposition Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition a Change of Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, on the 366(th) day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of any other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or require prepayments or redemptions of such Indebtedness with the proceeds of sales of assets pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness s urrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) Control with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureNotes, the Company Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl with respect to the Notes, the Company Issuers will deliver send a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a Restricted Subsidiary of the Company Sunoco LP consummates any Asset DispositionSale, on in certain circumstances specified in the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 millionIndenture, the Company will make Issuers may be required to commence an Asset Disposition Offer offer to all Holders of the Notes, the 2026 Notes or the 2028 Notes and to all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with the Indenture (an “Asset Sale Offer”) to purchase, prepay or redeem purchase the maximum principal amount of the Notes, the 2026 Notes, the 2028 Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of set forth in the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zeroIndenture. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, unless each Holder will have the right to require the Company has previously to repurchase all or concurrently delivered any part (equal to $1,000 or an integral multiple of $1,000) of that Xxxxxx’s Notes pursuant to a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all Control Offer on the outstanding Notes as terms set forth under Section 3.07 of in the Indenture. In the Change of Control Offer, the Company will make an offer (a “Change of Control Offer”) at a price Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if anyinterest on the Notes repurchased, to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at describing the address of such Holder appearing in the security register transaction or otherwise in accordance with the procedures of DTC, setting forth the procedures governing transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, on the 366th 361st day after such the Asset DispositionSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of the Notes and all holders of other Pari Passu Indebtedness containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with the Indenture (an “Asset Sale Offer”) to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interest, if any, interest to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company may use those such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis, basis based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the principal amount of Excess Proceeds will be reset at zeroNotes and such other Pari Passu Indebtedness tendered. Holders of the Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to on the Notesreverse of this Note and otherwise complying with the procedures set forth in the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureControl occurs, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess of $1,000) of that Holder’s Floating Rate Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Floating Rate Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Floating Rate Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 10 days following any Change of Control, the Company Issuers will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a Restricted Subsidiary of the Company Issuers consummates any Asset DispositionSales, within 30 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company MagnaChip will make commence an Asset Disposition Offer offer to all Holders of Floating Rate Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Floating Rate Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Floating Rate Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, prepayment or redemption, subject in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Floating Rate Notes and other pari passu Indebtedness tendered pursuant to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company MagnaChip (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Floating Rate Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Floating Rate Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Floating Rate Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Floating Rate Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Floating Rate Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuer will make an offer (a “"Change of Control Offer”") at to each Holder to repurchase all or any part (in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part) of that Holder's Senior Notes pursuant to a price Change of Control Offer on the terms set forth in the Senior Notes Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Senior Notes repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Senior Notes repurchased to but excluding the date of repurchasepurchase (the "Change of Control Payment"), subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mailto each Holder, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Senior Notes Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within 10 Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 45.0 million, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Senior Notes and all may, to the extent the Issuer so elects, make an offer to holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.10 of the Senior Notes Indenture to purchase, prepay or redeem the maximum principal amount of Senior Notes and such other Pari Passu Indebtedness (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 offer price for the Senior Notes in any Asset Disposition Sale Offer will be equal to (i) solely in the case of the Senior Notes, 100% of the principal amount of the applicable series which shall be repurchased in integral multiples of $1,000; provided that $200,000 or less may only be redeemed in whole and not in part; and (ii) solely in the case of any other Pari Passu Indebtedness, no greater than 100% of the principal amount, plus plus, in the case of (i) and (ii), accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Senior Notes Indenture. If the aggregate principal amount of Senior Notes and other Pari Passu Indebtedness tendered in into (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds or if the aggregate principal amount of Senior Notes tendered pursuant to a Notes Offer or an Asset Sale Offer that is an application of Net Proceeds pursuant to Section 4.10(b)(i) of the Senior Notes Indenture exceeds the amount of the Net Proceeds so applied, the Trustee or Registrar, as applicable, will select the Senior Notes and such other Pari Passu Indebtedness, if applicable, to be purchased on a pro rata basisbasis (or in the manner described in Section 3.02 of the Senior Notes Indenture), based on the amounts tendered or required to be prepaid or redeemed in integral multiples of $1,000; provided that $200,000 or as otherwise less may only be redeemed in accordance with the applicable procedures of the Depositarywhole and not in part. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Senior Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Senior Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) a. Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 thirty days following any Change of Control, the Company will deliver transmit a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) b. If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within ten Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 100.0 million, the Company will make an Asset Disposition Sale Offer to all Holders of Notes Notes, and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets assets, in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Offer Sale Offer, in the case of Notes, will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date fixed for the closing of purchase, prepayment or redemptionsuch offer, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness, as the case may be, will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion or expiration of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem redeem, on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) Control with respect to all the outstanding Notes 2026 Notes, except as set forth under Section 3.07 of provided in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of 2026 Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 2026 Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl with respect to the 2026 Notes, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess 8 To be used before the Completion Date. Proceeds exceeds $10.0 50.0 million, the Company will may be required to make an Asset Disposition Sale Offer to all Holders of 2026 Notes and all holders of other Pari Passu Indebtedness that is pari passu with the 2026 Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 Proceedsassets. The offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of 2026 Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such 2026 Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the 2026 Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuers will make an offer (a “"Change of Control Offer”") to each Holder of the Senior Subordinated Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's Senior Subordinated Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Senior Subordinated Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, to on the Senior Subordinated Notes repurchased to, but excluding not including, the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy except to the Trusteeextent that the Issuers have exercised their right to redeem the Senior Subordinated Notes in accordance with Article 3 of the Senior Subordinated Indenture, the Issuers will mail a notice to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Senior Subordinated Indenture. The provisions of this clause (a) are subject to the provisions of Section 4.14(c) of the Senior Subordinated Note Indenture. (b) If the Company VHS Holdco II or a Restricted Subsidiary of the Company VHS Holdco II consummates any Asset DispositionSales, within ten Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Issuers will make commence an Asset Disposition Offer offer to all Holders of Senior Subordinated Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Senior Subordinated Notes containing provisions similar to purchase, prepay those set forth in the Senior Subordinated Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an "Asset Sale Offer") pursuant to Section 4.10 of the Senior Subordinated Indenture to purchase, prepay or redeem purchase the maximum principal amount of Senior Subordinated Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemptionin accordance with the procedures set forth in the Senior Subordinated Indenture. To the extent that, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Disposition Sale Offer, the Company Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the Senior Subordinated Indenture. If the aggregate principal amount of Senior Subordinated Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Senior Subordinated Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Senior Subordinated Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Senior Subordinated Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Senior Subordinated Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes except as set forth under Section 3.07 of provided in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 50.0 million, the Company will may be required to make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (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 Proceedsassets. The offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder, subject to such Holder’s right to reject such Change of Control Offer, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, date (the Company will deliver notice of such “Change of Control Offer electronically or by first-class mail, with Payment”). The Company will mail a copy to the Trustee, notice to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSale (other than an Asset Sale of Collateral), within 45 days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes and any Exchange Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes and any Exchange Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale of any Collateral, within 45 days of each date on which the aggregate amount of Collateral Excess Proceeds exceeds $25.0 million, the Company will commence an Asset Sale Offer to all Holders of Notes pursuant to Section 3.09 of the Indenture in an amount equal to the Fair Market Value of the Collateral Excess Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes and any Exchange Notes) tendered pursuant to an Asset Sale Offer is less than the Collateral Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Collateral Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (d) In connection with any tender offer, Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then-outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Company, or any third-party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third-party will have the right upon not less than 15 days nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par), plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuers will make an offer (a “"Change of Control Offer”") to each Holder of the Senior Discount Notes to repurchase all or any part (equal to $1,000 principal amount at maturity or an integral multiple of $1,000 principal amount at maturity) of that Holder's Senior Discount Notes at a purchase price in cash equal to 101% of Accreted Value of the aggregate principal amount thereof Senior Discount Notes repurchased (as the date of such purchase) plus accrued and unpaid interestinterest and Additional Interest, if any, to on the Senior Discount Notes repurchased to, but excluding not including, the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest interest, if any, due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy except to the Trusteeextent that the Issuers have exercised their right to redeem the Senior Discount Notes in accordance with Article 3 of the Senior Discount Indenture, the Issuers will mail a notice to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Senior Discount Indenture. The provisions of this clause (a) are subject to the provisions of Section 4.14(c) of the Senior Discount Indenture. (b) If the Company VHS Holdco I or a Restricted Subsidiary of the Company VHS Holdco I consummates any Asset DispositionSales, within ten Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate A2-7 amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Issuers will make commence an Asset Disposition Offer offer to all Holders of Senior Discount Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Senior Discount Notes containing provisions similar to purchase, prepay those set forth in the Senior Discount Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an "Asset Sale Offer") pursuant to Section 4.10 of the Senior Discount Indenture to purchase, prepay or redeem purchase on a pro rata basis the maximum principal amount Accreted Value of Senior Discount Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, Accreted Value thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on Senior Discount Indenture. To the relevant interest payment date, and will be payable in cash. If extent that any Excess Proceeds remain after the consummation of an Asset Disposition Sale Offer, the Company Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the Senior Discount Indenture. If the aggregate principal amount Accreted Value of Senior Discount Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Senior Discount Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Senior Discount Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Senior Discount Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Senior Discount Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, unless each Holder of Notes will have the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes right, except as set forth under Section 3.07 of provided in the Indenture, to require the Company will make Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer to make a price in cash payment equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, to on the Notes repurchased to, but excluding excluding, the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Parent or a Restricted Subsidiary of the Company consummates any an Asset Disposition, on the 366th day after such Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $10.0 millionSale, the Company will Issuer may be required to make an offer (an “Asset Disposition Offer Sale Offer”), to all Holders of Notes and all holders of other Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of repurchase Notes and such other Pari Passu Indebtedness (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 using Excess Proceeds of the Excess ProceedsOffer, all as set forth in the Indenture. The offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amountamount of the Notes and other pari passu Indebtedness to be purchased (or the lesser amount required under the agreements governing such other pari passu Indebtedness), plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in . (or required to be prepaid or redeemed in connection withc) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the IndentureControl occurs, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the "Change of Control Payment"). Within 30 No later than 45 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Disposition, on the 366th day after such Asset Disposition, if Sale and the aggregate amount of Excess Proceeds exceeds $10.0 million, within 30 days thereof the Company will make an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders of Notes on procedures set forth in the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cashIndenture. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to and such other pari passu Indebtedness shall be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, Sale Offer the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuers will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, within ten days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company will make commence an Asset Disposition Offer offer in accordance with Section 3.09 of the Indenture to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to purchase, prepay those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase, prepay or redeem purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, amount thereof plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date of purchase, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Partnership will be conditional upon the occurrence of such Change of Controlrequired, except as provided in Section 4.15(d) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will to make an a cash tender offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Partnership will deliver give a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Partnership or a Restricted Subsidiary of the Company Partnership consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company Partnership will make an Asset Disposition Sale Offer to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem redeem, on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu pari passu Indebtedness (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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, interest to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Partnership or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Partnership prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company Issuers will make an offer (a “"Change of Control Offer”") to each Holder of the Senior Discount Notes to repurchase all or any part (equal to A1-5 $1,000 principal amount at maturity or an integral multiple of $1,000 principal amount at maturity) of that Holder's Senior Discount Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof Accreted Value of the Senior Discount Notes repurchased (as the date of such purchase) plus accrued and unpaid interestinterest and Additional Interest, if any, to on the Senior Discount Notes repurchased to, but excluding not including, the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest interest, if any, due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy except to the Trusteeextent that the Issuers have exercised their right to redeem the Senior Discount Notes in accordance with Article 3 of the Senior Discount Indenture, the Issuers will mail a notice to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Senior Discount Indenture. The provisions of this clause (a) are subject to the provisions of Section 4.14(c) of the Senior Discount Indenture. (b) If the Company VHS Holdco I or a Restricted Subsidiary of the Company VHS Holdco I consummates any Asset DispositionSales, within ten Business Days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Issuers will make commence an Asset Disposition Offer offer to all Holders of Senior Discount Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Senior Discount Notes containing provisions similar to purchase, prepay those set forth in the Senior Discount Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with (an "Asset Sale Offer") pursuant to Section 4.10 of the Senior Discount Indenture to purchase, prepay or redeem purchase on a pro rata basis the maximum principal amount Accreted Value of Senior Discount Notes and such other Pari Passu pari passu Indebtedness (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 purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Disposition Offer will be cash in an amount equal to 100% of the principal amount, Accreted Value thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, prepayment or redemptionin accordance with the procedures set forth in the Senior Discount Indenture. To the extent that, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Disposition Sale Offer, the Company Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the Senior Discount Indenture. If the aggregate principal amount Accreted Value of Senior Discount Notes and other Pari Passu pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) into such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will shall select the Senior Discount Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositary. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. Holders of Senior Discount Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Senior Discount Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Senior Discount Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only Issuer will be conditional upon the occurrence of such Change of Control) with respect required to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1.00 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset DispositionSales, within five days of each date on the 366th day after such Asset Disposition, if which the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company Issuer will make an Asset Disposition Sale Offer to all Holders of Notes and and, if required by the terms of other Parity Lien Debt, to all holders of such other Pari Passu Indebtedness Parity Lien Debt to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchaseredeem, prepay or redeem on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu Indebtedness 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 offer price in any Asset Disposition Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Sale Offer, the Company Issuer or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness Parity Lien Debt, if applicable, tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Parity Lien Debt to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositarytendered. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (provided that no Notes of $2,000 or less can be redeemed in part) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of repurchasepurchase, subject to the right rights of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment datedate (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset DispositionSales, on the 366th day within 30 days after such Asset Disposition, if any time the aggregate amount of Excess Proceeds exceeds $10.0 25 million, the Company will make commence an Asset Disposition Offer offer to all Holders of Notes and all holders of other Pari Passu Indebtedness Shared Lien Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with Section 3.09 of the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness Shared 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 offer price in any Asset Disposition Sale Offer will be cash in an amount equal to 100% of the principal amountamount thereof, plus accrued and unpaid interestinterest thereon, if any, to the date fixed for the closing of purchasesuch offer, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in the Indenture. To the extent that the aggregate amount of Notes on the relevant record date and other Shared Lien Debt tendered pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition OfferSale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness Shared Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Sale Offer exceeds the amount of Excess Proceeds, the Trustee will Company shall select the Notes and other Shared Lien Debt to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed or as otherwise in accordance with the applicable procedures of the Depositaryredeemed. Upon completion of each Asset Disposition Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Disposition Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.